HomeMy WebLinkAbout2025-06-24; City Council; Resolution 2025-152Exhibit 1
RESOLUTION NO. 2025-152
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING 51 MASTER AGREEMENTS WITH CONSULTING
FIRMS TO PROVIDE PROFESSIONAL SERVICES FOR AN AMOUNT NOT TO
EXCEED $27,900,000
WHEREAS, the City Council of the City of Carlsbad, California 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 City of Carlsbad; 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 City Manager; and
WHEREAS, the recommended firms are:
1.Climate action planning services, Ascent Environmental, Inc. (Attachment A)
2.Climate action planning services, University of San Diego (Attachment B)
3.Computer-aided design services, Fusion Engineering and Technology (Attachment C)
4.Computer-aided design services, Michael Baker International, Inc. (Attachment D)
5.Computer-aided design services, NV5, Inc. (Attachment E)
6.Environmental/storm water services, D-Max Engineering, Inc. (Attachment F)
7.Environmental/storm water services, Mikhail Ogawa Engineering, Inc. (Attachment G)
8.Environmental/storm water services, NV5, Inc. (Attachment H)
9.Geotechnical services, Atlas Technical Consultants, LLC (Attachment I)
10.Geotechnical services, ENGEO, Incorporated (Attachment J)
11.Geotechnical services, Ninyo & Moore Geotechnical & Environmental Sciences Consultants
(Attachment K)
12.Geotechnical services, Barnett Quality Control Services, Inc. dba NOVA Services, Inc.
(Attachment L)
13.Geotechnical services, Tetra Tech, Inc. (Attachment M)
14.Horizontal construction management and inspection, Arcadis U.S., Inc. (Attachment N)
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15.Horizontal construction management and inspection, CPM Partners, Inc. (Attachment O)
16.Horizontal construction management and inspection, Kleinfelder Construction Services, Inc.
(Attachment P)
17.Horizontal construction management and inspection, Valley CM, Inc. dba Valley Construction
Management (Attachment Q)
18.Landscape architectural services, Moore Iacofano Goltsman, Incorporated (Attachment R)
19.Landscape architectural services, Schmidt Design Group, Inc. (Attachment S)
20.Landscape architectural services, SmithGroup, Inc. which will do business in California as
SmithGroup Architects and Engineers (Attachment T)
21.Landscape architectural services, SWA Group (Attachment U)
22.Materials testing, Atlas Technical Consultants, LLC (Attachment V)
23.Materials testing, Ninyo & Moore Geotechnical & Environmental Sciences Consultants
(Attachment W)
24.Materials testing, NV5, Inc. (Attachment X)
25.Materials testing, Verdantas, Inc. (Attachment Y)
26.Mechanical/electrical/plumbing engineering, IDS Group, Inc. (Attachment Z)
27.Mechanical/electrical/plumbing engineering, BSE Engineering, Inc. (Attachment AA)
28.Mechanical/electrical/plumbing engineering, Shadpour Consulting Engineers, LP (Attachment
AB)
29.Policy and sustainable materials management program implementation, Stearns, Conrad and
Schmidt, Consulting Engineers, Inc. (Attachment AC)
30.Sewer condition assessment, Downstream Services, Inc. (Attachment AD)
31.Sewer condition assessment, National Plant Services, Inc. (Attachment AE)
32.Storm water asset management, Glenn A. Rick Engineering and Development Co. (Attachment
AF)
33.Structural engineering, Dokken Engineering (Attachment AG)
34.Structural engineering, IDS Group, Inc. (Attachment AH)
35.Surveying, Right-of-Way Engineering Services, Inc. (Attachment AI)
36.Surveying, O'Day Consultants, Inc. (Attachment AJ)
37.Surveying, NV5, Inc. (Attachment AK)
38.Utilities hydraulic modeling, Burns & McDonnell Western Enterprises, Inc. (Attachment AL)
39.Utilities hydraulic modeling, HDR Engineering, Inc. (Attachment AM)
40.Utilities hydraulic modeling, Kennedy/Jenks Consultants, Inc. (Attachment AN)
41.Utility locating/potholing, AirX Utility Surveyors, Inc. (Attachment AO)
42.Utility locating/potholing, GUIDA (Attachment AP)
43.Vertical construction management and inspection, CPM Partners, Inc. (Attachment AQ)
44.Vertical construction management and inspection, New City Consulting, Inc. (Attachment AR)
45.Vertical construction management and inspection, Schneider CM, Inc. (Attachment AS)
46.Vertical construction management and inspection, WSP USA, Inc. (Attachment AT)
47.Wastewater engineering, Carollo Engineers, Inc. (Attachment AU)
48.Wastewater engineering, Dokken Engineering (Attachment AV)
49.Wastewater engineering, Dudek (Attachment AW)
50.Wastewater engineering, Michael K. Nunley & Associates, Inc. (Attachment AX)
51.Water/wastewater asset management, HDR Engineering, Inc. (Attachment AY)
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NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.That the above recitations are true and correct.
2. That the City Council 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 51 master agreements are approved in a total amount not to exceed
$27,900,000.
4.That the Mayor is authorized and directed to execute the attached 51 master
agreements (Attachments A through AY) for professional services on behalf of the City
of Carlsbad.
5.That the City Manager, or designee, is authorized to sign, on behalf of the City of
Carlsbad, future project task descriptions and fee allotments issued under these master
agreements.
6.That the City 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 Regular Meeting of the City Council 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, Mayor
______________________________________
SHERRY FREISINGER, City Clerk
(SEAL)
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MASTER AGREEMENT FOR
CLIMATE ACTION PLANNING SERVICES
ASCENT ENVIRONMENTAL, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July, 1, 2025, by and between the City of Carlsbad, California, a municipal
corporation, ("City"), and Ascent Environmental, Inc., a California corporation ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in climate action
planning 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 climate action planning.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
ASCENT ENVIRONMENTAL, INC., a
California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Gary D. Jakobs, President
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Amanda K. Olekszulin, CFO
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or
Vice-President
Secretary, Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to climate action planning, as outlined in the individual Project Task
Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Preparation of periodic greenhouse gas (GHG) emissions inventories to support monitoring
implementation progress of the CAP Update.
B. Public outreach, leading trainings, and stakeholder engagement related to implementation of the
CAP Update measures, actions, and supportive actions.
C. Research, analysis, and assistance with program design and development for implementation of
new and expanded measures in the CAP Update.
D. Tracking and oversight of implementation actions and supporting actions for the CAP Update, as
needed and by measure.
E. Preparation of climate equity analyses.
F. Technical analysis related to future updates to the Climate Action Plan (CAP), including emissions
projections, setting reduction targets, data analysis, policy recommendations, measure
development, cost analyses, equity considerations, and state and federal environmental
regulations.
G. Research and analysis of emerging regulatory, policy, or data issues related to climate change and
its potential impact to the CAP Update.
H. Attendance at commission and City Council meetings for items related to the CAP Update, as
needed.
Requests for work not listed above must be contracted under separate agreement
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DUE DATE12/18/2024
3:00 PM PST RFQ25-3437CA
REQUEST FOR QUALIFICATIONS-
MASTER SERVICES AGREEMENT FOR CONSULTANTS – PHASE II
ATTACHMENT B – MASTERSERVICESAGREEMENTRATESCHEDULE
Pricesvalid through Term of Agreement
STAFF
NAME TITLE HOURLY RATE
1. Poonam Boparai Principal-in-Charge $350.00
2. Hannah Kornfeld, AICP Project Director $240.00
3. Claire Moss Project Manager $210.00
3. Andrew Beecher Senior Climate Planner $190.00
4. Brenda Hom Senior Climate Action Specialist $215.00
5. John Steponick Climate Adaptation Analyst $160.00
6. Natalie Kataoka Climate Action Analyst $140.00
7. Luis Montes Outreach Specialist $170.00
8. Michele Mattei Senior Publishing Specialist $165.00
9. Riley Smith Publishing Specialist $140.00
10. Corey Alling Graphics Specialist $140.00
SUB-CONSULTANTS
NAME/FIRM TITLE HOURLY RATE
1. N/A
EXPENSES
DESCRIPTION COST % MARKUP
1. Automobile Mileage $0.67/mile 0%
2. Reproduction: 8½” by 11” $0.07/page (black and white);
$0.26/page (color)
5%
3. Reproduction: 11” by 17” $0.14/page B&W; $0.52/page color 5%
4. Reproduction: CDs $10/disc 5%
5. Lodging and/or Per Diem Government rates or as negotiated 0%
6. Other Direct Costs As incurred 5%
PSA25-3726CA
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MASTER AGREEMENT FOR
CLIMATE ACTION PLANNING SERVICES
UNIVERSITY OF SAN DIEGO
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and University of San Diego, a 501 (C)(3) non-profit organization ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in climate action
planning 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 climate action planning.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name Scott Anders
Title Senior Contract Administrator Title Project Manager
Dept Public Works/ Contract Admin Address 5998 Alcala Park
CITY OF CARLSBAD SAN DIEGO, CA 92110
Address 1635 Faraday Ave. Phone 619-260-4589
Carlsbad, CA 92008 Email scottanders@sandiego.edu
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
UNIVERSITY OF SAN DIEGO, a 501 (C)(3)
non-profit organization
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or
Vice-President
Secretary, Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to climate action planning, as outlined in the individual Project Task
Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Preparation of periodic greenhouse gas (GHG) emissions inventories to support monitoring
implementation progress of the CAP Update.
B. Public outreach, leading trainings, and stakeholder engagement related to implementation of the
CAP Update measures, actions, and supportive actions.
C. Research, analysis, and assistance with program design and development for implementation of
new and expanded measures in the CAP Update.
D. Tracking and oversight of implementation actions and supporting actions for the CAP Update, as
needed and by measure.
E. Preparation of climate equity analyses.
F. Technical analysis related to future updates to the Climate Action Plan (CAP), including emissions
projections, setting reduction targets, data analysis, policy recommendations, measure
development, cost analyses, equity considerations, and state and federal environmental
regulations.
G. Research and analysis of emerging regulatory, policy, or data issues related to climate change and
its potential impact to the CAP Update.
H. Attendance at commission and City Council meetings for items related to the CAP Update, as
needed.
Requests for work not listed above must be contracted under separate agreement
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Attachment C
PSA25-3728CA
MASTER AGREEMENT FOR COMPUTER-AIDED DESIGN (CAD) SERVICES
FUSION ENGINEERING AND TECHNOLOGY
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and Fusion Engineering and Technology, a California corporation ("Contractor").
RECITALS
A.The City requires the professional services of a consultant with experience in providing
computer-aided design (CAD) services.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.The Contractor possesses the necessary experience to provide professional services and
guidance related to computer-aided design (CAD).
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred thousand dollars ($400,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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El Cajon, CA 92020
619-992-6618
President
John S. Rivera
Johnny@FusionEngTech.com
1810 Gillespie Way Suite 207
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
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determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CITY OF CARLSBAD, a municipal
corporation of the State of California
CONTRACTOR
FUSION ENGINEERING AND TECHNOLOGY, a
California corporation
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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John Silas Rivera, President
Christopher Scott Schildmeier, Secretary and CFO
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to computer-aided design (CAD), as outlined in the individual Project
Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. CAD Drafting and Design Services: Provide CAD drafting and design services for various city
projects, including but not limited to roadways, utilities, buildings, parks, and public
spaces.
B. Provide recommendations for increasing the level of CAD software standardization across
city departments to improve collaboration, consistency, and efficiency.
C. CAD Standards Development: Develop and implement CAD standards and protocols to
ensure consistency, accuracy, and compliance with industry best practices and city
requirements.
D. GIS Integration: Integrate CAD software with Geographic Information Systems (GIS) to
enable spatial analysis, mapping, and data visualization for urban planning and
infrastructure projects.
E. GIS Services: Offer map production services for various programs, including traffic studies,
pavement management, stormwater management, and other infrastructure projects in
the city.
a. Develop custom GIS solutions for migration and integration with complex data
models.
F. CAD Conversion and Digitization:
a. Convert paper drawings and blueprints into accurate digital CAD/GIS data models
for transportation projects.
b. Update and modify existing CAD files to meet project requirements and standards.
G. Custom CAD Solutions:
a. Develop custom CAD solutions tailored to the specific needs of the City of
Carlsbad’s Transportation Department or Parks & Recreation Department,
including specialized software plugins (ArcGIS for AutoCAD) and automation tools.
b. Provide training and support to ensure the division's efficient use of CAD tools and
technologies.
Requests for work not listed above must be contracted under separate agreement.
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Fusion Engineering and Technology
1810 Gillespie Way Suite 207
El Cajon, CA 92020
1Tuesday, December 31, 2024
SCHEDULE OF CHARGES/RATES
Services requested shall be billed on a time and material basis per the following fee schedule:
Principal Civil Engineer (John Rivera)$200/hr.
Principal CAD/ IT Analyst (Christopher Schildmeier)$200/hr.
Senior CAD Programmer (Donald Broussard)$175/hr.
Civil Engineering Project Manager (Bonnie Phillips)$175/hr.
Civil Engineering Designer (Arturo Heyer)$150/hr.
Civil Engineering Drafter (Horacio Mendoza / Jacky Lopez) $125/hr.
Secretary / Administrative (Erin Desjardins)$75/hr.
REIMBURSABLE EXPENSES
Project related expenses are to be considered reimbursable items in addition to the contract fee and are billed
pursuant to the following reimbursable expense fee schedule:
Mileage $0.70/mile
Reproduction/Plotting Cost + 15%
Photographs (film + processing)Cost + 15%
Parking, Postage, Courier Service Cost + 15%
Sub-Consultant Expenses Cost + 15%
Other Miscellaneous Direct Expenses Cost + 15%
ATTACHMENT B – MASTER SERVICES AGREEMENT RFQ25-3437CA
RATE SCHEDULE VALID THROUGH TERM OF AGREEMENT
PSA25-3728CA
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Attachment D
PSA25-3732CA
MASTER AGREEMENT FOR COMPUTER-AIDED DESIGN (CAD) SERVICES
MICHAEL BAKER INTERNATIONAL, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and Michael Baker International, Inc., a Pennsylvania corporation ("Contractor").
RECITALS
A.The City requires the professional services of a consultant with experience in providing
computer-aided design (CAD) services.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.The Contractor possesses the necessary experience to provide professional services and
guidance related to computer-aided design (CAD).
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred thousand dollars ($400,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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Joanne Tyler / Michael Baker Intl
Joanne.Tyler@mbakerintl.com
Carlsbad, CA 92008
5050 Avenida Encinas, Ste 260
760-603-6246
VP, Office Executive
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
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determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28.THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29.ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30.PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31.AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
Michael Baker International, Inc., a
Pennsylvania corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Joanne Tyler, Associate Vice President
and Department Manager – Land Development
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Timothy M. Thiele, Vice President
and Office Executive & Assistant Secretary
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to computer-aided design (CAD), as outlined in the individual Project
Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A.CAD Drafting and Design Services: Provide CAD drafting and design services for various city
projects, including but not limited to roadways, utilities, buildings, parks, and public
spaces.
B.Provide recommendations for increasing the level of CAD software standardization across
city departments to improve collaboration, consistency, and efficiency.
C.CAD Standards Development: Develop and implement CAD standards and protocols to
ensure consistency, accuracy, and compliance with industry best practices and city
requirements.
D.GIS Integration: Integrate CAD software with Geographic Information Systems (GIS) to
enable spatial analysis, mapping, and data visualization for urban planning and
infrastructure projects.
E.GIS Services: Offer map production services for various programs, including traffic studies,
pavement management, stormwater management, and other infrastructure projects in
the city.
a.Develop custom GIS solutions for migration and integration with complex data
models.
F.CAD Conversion and Digitization:
a.Convert paper drawings and blueprints into accurate digital CAD/GIS data models
for transportation projects.
b.Update and modify existing CAD files to meet project requirements and standards.
G.Custom CAD Solutions:
a.Develop custom CAD solutions tailored to the specific needs of the City of
Carlsbad’s Transportation Department or Parks & Recreation Department,
including specialized software plugins (ArcGIS for AutoCAD) and automation tools.
b.Provide training and support to ensure the division's efficient use of CAD tools and
technologies.
Requests for work not listed above must be contracted under separate agreement.
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MICHAEL BAKER INTERNATIONAL ▬ CITY OF CARLSBAD ▬ RFQ25-3437CA
HOURLY RATES
Pricing shall remain firm for the three (3) year term of the Agreement.
Name Role Hourly
Rate
Geoff Retemeyer, PE, TE Contract Manager $230
Samantha Lathrop, EIT Deputy Project Manager $160
Wesley Tyler CAD Drafting & Design $110
Greg Pinz CAD Standards Development Lead $130
Rick Hendrickson, GISP GIS Integration & Conversion Lead $220
Tyler Kutscher CAD Custom Solutions & Training Lead $120
TBD Design Technician/Drafter $100
Andy Taylor Office Support/Clerical $75
EXPENSES
Description Cost % Markup
Mileage At the IRS approved rate N/A
Copy Services At cost 10%
CITY OF CARLSBAD ▬ MASTER SERVICES AGREEMENT FOR CONSULTANTS ▬ CATEGORY 2: COMPUTER-AIDED DESIGN (CAD)
PSA25-3732CA
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MASTER AGREEMENT FOR COMPUTER-AIDED DESIGN (CAD) SERVICES
NV5, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and NV5, Inc., a California corporation ("Contractor").
RECITALS
A. The City requires the professional services of a consultant with experience in providing
computer-aided design (CAD) services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. The Contractor possesses the necessary experience to provide professional services and
guidance related to computer-aided design (CAD).
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred
thousand dollars ($400,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
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determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
NV5, Inc., a California corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:By:
Keith Blackburn, Mayor (sign here)
Jeffrey M. Cooper,
(print name/title)ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement
must be signed by one corporate officer from each of the following two groups:
Group A Group BChairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to computer-aided design (CAD), as outlined in the individual Project
Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. CAD Drafting and Design Services: Provide CAD drafting and design services for various city
projects, including but not limited to roadways, utilities, buildings, parks, and public
spaces.
B. Provide recommendations for increasing the level of CAD software standardization across
city departments to improve collaboration, consistency, and efficiency.
C. CAD Standards Development: Develop and implement CAD standards and protocols to
ensure consistency, accuracy, and compliance with industry best practices and city
requirements.
D. GIS Integration: Integrate CAD software with Geographic Information Systems (GIS) to
enable spatial analysis, mapping, and data visualization for urban planning and
infrastructure projects.
E. GIS Services: Offer map production services for various programs, including traffic studies,
pavement management, stormwater management, and other infrastructure projects in
the city.
a. Develop custom GIS solutions for migration and integration with complex data
models.
F. CAD Conversion and Digitization:
a. Convert paper drawings and blueprints into accurate digital CAD/GIS data models
for transportation projects.
b. Update and modify existing CAD files to meet project requirements and standards.
G. Custom CAD Solutions:
a. Develop custom CAD solutions tailored to the specific needs of the City of
Carlsbad’s Transportation Department or Parks & Recreation Department,
including specialized software plugins (ArcGIS for AutoCAD) and automation tools.
b. Provide training and support to ensure the division's efficient use of CAD tools and
technologies.
Requests for work not listed above must be contracted under separate agreement.
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FEE SCHEDULE
Fee Schedule
NAME TITLE HOURLY RATE**
Tamara O’Neal, PE $235
David Niknafs, PE Director of Transportation $235
Amy Storey, LEED AP $193
Rafael Gutierrez CADD Design $150
Michael Rocco Senior Designer $174
Amir Mansour, EIT Project Engineer $158
Matthew Ronquillo Assistant Engineer $148
Brad Shin, EIT Associate Engineer $170
Art Biscocho Project Engineer $158
Joel Paulson, PLS, GISP Director, Survey $235
John Spooner GIS Technician $145
Dawit Begashaw GIS Technician $145
Russell White GIS Technician $145
Reimbursable Expenses
REIMBURSABLES COST %MARKUP
Reproduction Cost 0%
Consultant Services Cost + 10%10%
per IRS standard 0%
Delivery, Freight, Courier Cost 0%
Agency Fees Cost 0%
** Regular rates. Work in excess of 8 hours and work on Saturdays will be billed at 1.5 times the regular rate. Work in excess of 12 hours and
work on Sundays and Holidays will be billed at 2 times the regular rate.
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MASTER AGREEMENT FOR ENVIRONMENTAL/STORM WATER SERVICES
D-MAX ENGINEERING, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and D-Max Engineering, Inc., a California corporation ("Contractor").
RECITALS
A. The City requires the professional services of a consultant experienced in environmental
and storm water.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. The Contractor possesses the necessary experience to provide professional services and
guidance related to environmental and storm water.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider
approving a rate schedule increase. Rate schedule increases will be considered for each anniversary
of the Agreement effective date after the initial three-year term. An increase to the rate schedule
will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index,
San Diego Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%,
whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for
that year. The Contractor must submit a request and justification to increase the rate schedule at least
sixty days prior to the anniversary of the effective date, assuming the City opt to extend the Master
Services Agreement. The justification accompanying the written request should detail the
rationale for the requested adjustment, and the requested adjustment amount, supported by
relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by
the City must be documented in an amendment to the Agreement.
6.1 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.
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.
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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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.
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
The City reserves the right to employ other Contractors in connection with the Services.
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
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"; 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”;
an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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.
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
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.
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.
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
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determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
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.
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
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.
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.
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
D-MAX ENGINEERING, INC., a California
corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:By:
Keith Blackburn, Mayor (sign here)
Arsalan Dadkhan, President
(print name/title)ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
John Quenzer, 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:
Chairman,
President,
Vice-President
Secretary,
Assistant Secretary,
CFO Assistant Treasurer
, the corporation attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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Perform a variety of tasks related to environmental and storm water, as outlined in the individual
Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
Trash Amendments Compliance.
Illicit Discharge Detection Elimination (IDDE) Investigations and Special Studies.
Program Regulatory Support/Compliance.
NPDES MS4 Permit / Jurisdiction/Watershed Program Updates.
NPDES MS4 Program Evaluations/ Program Assessments.
MS4 Jurisdiction/Watershed Reporting.
Storm Water Pollution Prevention Plans (SWPPP) (Municipal i.e. Not Construction).
NPDES Compliance Training.
Emergency Action Plan / Support.
Monitoring and assessment.
Requests for work not listed above must be contracted under separate agreement.
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MASTER AGREEMENT FOR ENVIRONMENTAL/STORM WATER SERVICES
MIKHAIL OGAWA ENGINEERING, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and Mikhail Ogawa Engineering, Inc., a California corporation ("Contractor").
RECITALS
A. The City requires the professional services of a consultant experienced in environmental
and storm water.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. The Contractor possesses the necessary experience to provide professional services and
guidance related to environmental and storm water.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATIONThe cumulative total for all projects allowed pursuant to this Agreement will not exceed six
hundred thousand dollars ($600,000). Fees will be paid on a project-by-project basis and will bebased on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unlessotherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”
or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature byContractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered
and a statement of Contractor's fee to complete the project in accordance with the specified scope ofservices. The Task Description will also include a description of the method of payment and will bebased upon an hourly rate, percentage of project complete, completion of specific project tasks or a
combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City
may consider approving a rate schedule increase. Rate schedule increases will be considered for
each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U), as reported by the Bureau
of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the
effective date, assuming the City opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%,
whichever is less). Approval of rate schedule increase by the City must be documented in an amendment to the Agreement.
6. PUBLIC WORKS6.1 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 generalprevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be thoseas 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 thespecified prevailing rates of wages to all such workers employed by Contractor in the execution of theAgreement. 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 withSection 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
6
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
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determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
Mikhail Ogawa Engineering, Inc., a California
corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:By:
(sign here) Keith Blackburn, Mayor
Mikhail Ogawa, President and Secretary
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
John Quenzer, Secretary
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement
must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to environmental and storm water, as outlined in the individual
Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Trash Amendments Compliance.
B. Illicit Discharge Detection Elimination (IDDE) Investigations and Special Studies.
C. Program Regulatory Support/Compliance.
D. NPDES MS4 Permit / Jurisdiction/Watershed Program Updates.
E. NPDES MS4 Program Evaluations/ Program Assessments.
F. MS4 Jurisdiction/Watershed Reporting.
G. Storm Water Pollution Prevention Plans (SWPPP) (Municipal i.e. Not Construction).
H. NPDES Compliance Training.
I. Emergency Action Plan / Support.
J. Monitoring and assessment.
Requests for work not listed above must be contracted under separate agreement.
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CARLSBAD MASTER AGREEMENT RATE SCHEDULE
HOURLY RATE SCHEDULE - EFFECTIVE AT TIME OF CONTRACT APPROVAL
VALID THROUGH TERM OF AGREEMENT
STAFF
Name Title Hourly Rate
1. Mikhail Ogawa Principal in Charge/Project Manager
(President | Senior Principal) $220.00
2. Roshan Christoph
Technical Lead | Lead Quality
Assurance and Control
(Associate Principal)
$208.00
3. Nehemiah Martinez Technical and Field Support
(Senior Scientist) $180.00
4. Genel Davis Lead Quality Control/Assurance
(Associate Engineer) $170.00
5. Zach Rowlands Technical and Field Support
(Associate Scientist) $170.00
6. Sara Afshar Technical and Field Support
(Associate Scientist) $170.00
7. Ellie Deer Technical and Field Support
(Assistant Scientist) $160.00
8. Shane Daly Technical and Field Support
(Assistant Scientist) $160.00
SUB-CONSULTANTS
Name/Firm Title Hourly Rate
1. Ashli Desai / Larry Walker
Associates, Inc
Regulatory Advisor
(President) $379.00
2. Paul Hartman / Larry
Walker Associates, Inc
Regulatory and Technical Support
(Associate II) $335.00
3. Zaida Cholico / Larry
Walker Associates, Inc
Regulatory and Technical Support
(Project Engineer I-A) $208.00
EXPENSES
Description Cost % Markup
1. Mileage Current IRS Rate -
2. Fleet Vehicle $110.00/day -
3. Subcontractors and Direct
Costs Cost 10%
PSA25-3736CA
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MASTER AGREEMENT FOR ENVIRONMENTAL/STORM WATER SERVICES
NVS, INC.
Attachment H
PSA25-3737CA
THIS AGREEMENT ("Agreement") is made and entered into as of the ______ day of June, 2025,
but effective July, 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and NV5, Inc., a California corporation ("Contractor").
RECITALS
A.The City requires the professional services of a consultant experienced in environmental
and storm water.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.The Contractor possesses the necessary experience to provide professional services and
guidance related to environmental and storm water.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement's terms and conditions.
Contractor's obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (1) additional one (.l) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
("Director") as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to environmental and storm water, as outlined in the individual
Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Trash Amendments Compliance.
B. Illicit Discharge Detection Elimination (IDDE) Investigations and Special Studies.
C. Program Regulatory Support/Compliance.
D. NPDES MS4 Permit / Jurisdiction/Watershed Program Updates.
E. NPDES MS4 Program Evaluations/ Program Assessments.
F. MS4 Jurisdiction/Watershed Reporting.
G. Storm Water Pollution Prevention Plans (SWPPP) (Municipal i.e. Not Construction).
H. NPDES Compliance Training.
I. Emergency Action Plan / Support.
J. Monitoring and assessment.
Requests for work not listed above must be contracted under separate agreement.
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City of Carlsbad | Master Services Agreement for Category 4. Environmental Services/Stormwater | Fee Schedule NV5 | 2
STAFF
Name Title Hourly Rate
1 Lisa Kay Executive Vice President $260
2 Michael Drennan
Vice President, Water
Resources $240
3 Dave Renfrew
Vice President, Water
Resources $240
4 Andrew Brenner Vice President $240
5 Michelle Mattson Director, Water Resources $230
6 Matt Moore Director, Water Resources $230
7 Wenkai Qin Principal Engineer $230
8 Jennifer Peterson Engineering Manager $215
9 Christian Braun Senior Project Manager $215
10 Sheila Holt Senior Project Manager $215
11 Alex Schriewer Senior Project Manager $215
12 Brianna Martin Senior Project Manager $215
13 Garth Engelhorn Senior Project Manager $215
14 Jeff Rex
Senior Environmental
Consultant $215
15 Matt Renaud Senior Consultant, Water
Resources $210
16 Amy Margolis Project Manager $170
17
Jacqueline
McMillen Senior Engineer $170
18 Amy Storey GIS Manager $170
19 Satomi Yonemasu Senior Scientist $160
20 Dan McCoy Senior Scientist $160
21 Kyle Clouthier Associate Project Manager $145
22 Nicholas Poser Associate III $145
23 Jillian Amaya Project Scientist $140
24 Sam Brogadir Associate II $140
25 Inez Bretado Associate II $140
26 Katlin Goodrich Associate II $140
27 Alex Cox Associate I $135
28 Ryan Dunlap Specialist II $110
29 Logan Bowdish Specialist II $110
30 Matt Muilenberg Specialist II $110
31 TJ Hackett Specialist II $110
32 Jessie Marra Specialist I $95
PSA25-3737CA
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City of Carlsbad | Master Services Agreement for Category 4. Environmental Services/Stormwater | Fee Schedule NV5 | 3
SUB-CONSULTANTS
Name/Firm Title Hourly Rate*
2 Chad Praul/Environmental Sr Program Design Spec VIII $329.80
1 Megan Chery/E Sr Program Design Spec V $253.74
3 Joe Tomerlin Program Design Spec IV $145.73
4 Alexandra Eisinger Program Design Spec III $131.51
5 Jeremy Wood Program Design Spec III $131.51
*A 5 % markup will be applied
LABORATORY SUB-CONSULTANTS
Description Cost % Markup
1 Physis Environmental Laboratories Analytical services pricing is
included in Attachment A 5%
2 Isotech
Isotope laboratory services
pricing is included in
Attachment A
5%
3 AP Genomics
Molecular laboratory services
pricing is included in
Attachment A
5%
4 Weck Laboratories, Inc. Analytical services pricing is
included in Attachment A 5%
5 Alpha Analytical Laboratories Analytical services pricing is
included in Attachment A 5%
EXPENSES
Description Cost % Markup
1 Mileage Current IRS standard
mileage rate 0%
2 Equipment Rates Equipment Rate Schedule
provided in Table 1 0%
PSA25-3737CA
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Table 1. Equipment Rate Schedule
Equipment Rate Basis
VESSELS/VEHICLES
Vehicle (Company Car)$100 Daily
Inflatable Boat + Motor $250 Daily
Kayak/Paddle $100 Daily
MARINE SAMPLING EQUIPMENT
Van Veen $150 Daily
Eckman Grab $50 Daily
Ponar Grab $50 Daily
METER CTD-10 Sensor and METER EM60G
Logger $400 Monthly
SeaTech Transmissometer $50 Daily
Teledyne RDI Stream Pro ADCP $250 Daily
MS4 SAMPLERS / FLOW METERS
Continuous Receiving Water Monitoring Site.
Equipment lease includes equipment enclosure,
autosampler, flow meter, level sensor, rain gauge,
solar panels, cellular modem, and two marine
batteries.
$7,500 Year
Auto Sampler $250 Daily
MS4 Flow Meter $150/$300/$3,500 Day/Month/Year
Knack Box $50 Monthly
Rain Gauge $25 Daily
Remote Pump $50 Daily
HOBO Level Logger $75/$150 Weekly/Monthly
YSI 6920, or YSI Pro DSS $250 Daily
Hach Turbidity Meter $75 Daily
Sondtec 3D Flow Tracker $100 Daily
Marsh McBirney Flo-Mate $100 Daily
Portable Peristaltic Sampler $50 Daily
OTHER FIELD EQUIPMENT
Field Sample Kit (H&S and sampling tools) $75 Daily
4 gas meter/Personal Gas Meter/tripod/
harness/ ventilator $450 Daily
Dewalt Tripod + LaserMark Self-Leveling Rotary
Laser $50 Daily
GPS $25 Daily
Laser Range Finder $25 Daily
Weather Station with Logger $50/$150/$350 Day/Week/Month
Wind Meter (hand-held) $10 Daily
Other equipment provided on quote based on specific task order needs.
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ATTACHMENT A LABORATORY RATES
PSA25-3737CA
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PHYSIS
Aqueous Cost/sample
Total Dissolved Solids (TDS) $ 42
Ammonia as N $ 42
Dissolved Organic Carbon (DOC)$ 72
Dissolved Orthophosphate as P $ 42
Methylene Blue Active Substances (MBAS)$ 72
Nitrate as N $ 42
Nitrite as N $ 42
Sulfate $ 42
Total Hardness as CaCO3 $ 60
Total Kjeldahl Nitrogen (TKN) $ 66
Total Organic Carbon (TOC)$ 66
Total Phosphorus $ 66
Total Suspended Solids (TSS) $ 42
Total & Dissolved Trace Metals EPA 200.8 $ 270
Total & Dissolved Mercury EPA 1631E (ultra-low level) $ 180
Organophosphate Pesticides (OPPs) $ 306
Synthetic Pyrethroids $ 330
Total Alkalinity $ 48
Chloride $ 42
Dissolved Orthophosphate as P $ 42
Sediment Cost/sample
Synthetic Pyrethroids $ 330
Fipronil & Degradates $ 294
Particle Size Distribution $ 180
Percent Solids $ 42
Total Organic Carbon (TOC)$ 114
Biological Cost/sample
Chlorophyll-a $ 102
Algal Biomass Determination by Ash-free Dry Weight $ 102
Support Services Cost/sample
Custom EDD in CEDEN/SCCWRP Format (per report) $ 90
Sample Pickup & Delivery (per hour roundtrip) $ 90
After Hours Sample Pickup & Delivery (per hour roundtrip,
5pm-8am and weekends) $ 130
Isotech
Aqueous Cost/sample
2H/1H and 18O/16O $ 59
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Page 1 of 5
AP Genomic Labs Inc. 5858 Dryden Pl. Suite 217, Carlsbad, CA 92008 Phone: 619.333.6815 Fax: 619.535.0149
apgenomiclabs.com
1. Service Fees
A01 target-Per analysis $50.00
B00 qPCR water Per analysis $208.00
B01 Per analysis $175.00
B02 Per analysis $110.00
B03 Per analysis $95.00
B04 assays,
10 samples minimum per batch
Per sample $130.00
B09 Per analysis $385.00
B10 Per analysis $349.00
B11 Per analysis $290.00
B12 Per analysis $200.00
C00 Per analysis $265.00
C01 Per analysis $225.00
C02 (completed RT) Per analysis $160.00
C03 Per analysis $95.00
C09 Per analysis $455.00
C10 Per analysis $415.00
C11 ddPCR, RNA (completed RT)Per analysis $320.00
C12 Per analysis $250.00
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AP Genomic Labs Inc. 5858 Dryden Pl. Suite 217, Carlsbad, CA 92008 Phone: 619.333.6815 Fax: 619.535.0149
apgenomiclabs.com
D01 From water sample Per sample $134.00
D02 lter sample Per sample $99.00
[
cylindrospermospin (cyrA), and saxitoxin gene (sxtA)]
D10 Concurrently tested with D01 or D02 Per sample $62.00
D11 Tested based on results from D01 or D02 (subsequently) Per sample $110.00
D12 From water sample (without D01 or D02)Per sample $140.00
D13 Per sample $104.00
on $47.00
Additional DNA Extraction Per e $51.00
PMA treatment prior to qPCR analysis Per sample $69.00
F01 Field Pump Rental Per week $80.00
F02 Field Per sample $20.00
F10 Per sample batchA $45.00
F20
Per hour $75.00
Courier Service (mileage)B Per mile $0.67
A
(up to 50 samples)
B
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AP Genomic Labs Inc. 5858 Dryden Pl. Suite 217, Carlsbad, CA 92008 Phone: 619.333.6815 Fax: 619.535.0149
apgenomiclabs.com
2. Assay Lists
OT1 Chinook Salmon Oncorhynchus tshawytscha CKCO3
OK1 Coho Salmon Oncorhynchus kisutch
Steelhead Trout Oncorhynchus mykiss COI-
Delta Smelt CytB-
Amargosa Toad
Anaxyrus boreas & Anaxyrus nelsoni Cytb-WT
California Floater californiensis
AnuCOI2
Oregon Floater Anodonta oregonensis AorCOI
Western Ridged Gonidea angulata GanCOI2
ISDP1 Dreissena polymorpha
ISDR1 Dreissena rostriformis
ISDPR Zebra/Dreissena polymorpha and Dreissena
rostriformis
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AP Genomic Labs Inc. 5858 Dryden Pl. Suite 217, Carlsbad, CA 92008 Phone: 619.333.6815 Fax: 619.535.0149
apgenomiclabs.com
GFD Avian Avian GFD
BP1 Beaver Bacteroidales BeaPol01
DBT Dog Bacteroidales DogBact
BCN Dog Bacteroidales BacCan
D37 Dog Lachnospiraceae DG37
GL2 Gull/Seabirds Catellicoccus marimammalium Gull2
CG1 Goose (Canadian)Bacteroidales CGOF1-Bac
Bacteroidales
Bacteroidales
LN3 Lachnospiraceae Lachno3
Q64 crAssphage CPQ_064
PG2 Pig Bacteroidales Pig2Bac
R2B Ruminant Bacteroidales Rum2Bac
BCR Ruminant Bacteroidales BacR
Cow Bacteroidale
GB3 Universal Bacteroidales GenBac3
Includes serotypes A-F -F)
PTCS1 Campylobacter Spp.Includes C. jejuni, C. coli, C. lari CampySpp (3)
PTCS2 Campylobacter Spp. Includes C. jejuni, C. coli, C. lari,
C. upsaliensis, C. helveticus,
C. hyointestinalis
CampySpp (6)
PTCJ1 Campylobacter jejuni Specific for Campylobacter jejuni C.jejuni
PTCC1 Campylobacter coli Specific for Campylobacter coli C.coli
PTCL1 Campylobacter lari Specific for Campylobacter lari C.lari
PTCS1 Cryptosporidium Spp.Cryptosporidium species COWPP702
PTGS1 Giardia Spp.Giardia species ß Giardin P241
–
Genotype I
Genotype II
PTSS1 Salmonella Spp. Salmonella species, targets ttr gene SalmSpp (ttr)
PTSS2 Salmonella Spp.Salmonella species, targets invA
gene
SalmSpp (InvA)
Salmonella Spp.SalmSpp
(InvA_viab)
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AP Genomic Labs Inc. 5858 Dryden Pl. Suite 217, Carlsbad, CA 92008 Phone: 619.333.6815 Fax: 619.535.0149
apgenomiclabs.com
3.
controls (NTCs).
-
guidelines.
i.e., standard
, and
in triplicates.
well-known sampling areas. Sampling process controls
extracts are tested in duplicates.
process control in case of RNA assays
above.
is a -powered micro funnels. It can
, such as the back of a truck or a folding table. The pump comes in
a sturdy case with a charging
vary depending on solids content. The r the day of receipt at the
day of return at AP Genomic Labs Inc. Please reserve a pump early, as pumps
are limited and are provided on a --serve basis.
(including micro funnels , and zip lock bags). A box for the
return on request.
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City of Carlsbad
As-needed Water Quality
Monitoring & Reporting
Weck Laboratories, Inc.
14859 Clark Ave.
Industry, CA 91745
626-336-2139
www.wecklabs.com
22June 24, 2025 Item #6 Page 116 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
City of Carlsbad
As-needed Water Quality
Monitoring Reporting
Matrix Parameters Method Unit Price
Water Chromium,Trivalent by Calculation varies $10.00
Water Hardness,Total varies $40.00
Water Chloride EPA 300.0 $30.00
Water Fluoride EPA 300.0 $30.00
Water Sulfate EPA 300.0 $30.00
Water Alkalinity, Full List SM 2320B $40.00
Water Alkalinity,Total SM 2320B $30.00
Water Ammonia-N EPA 350.1 $40.00
Water Chemical Oxygen Demand EPA 410.4 $45.00
Water Color SM 2120B $20.00
Water Cyanide,Total EPA 335.4 $50.00
Water Dissolved Inorganic Carbon SM 5310B $60.00
Water Dissolved Organic Carbon SM 5310B $60.00
Water Dissolved Oxygen SM 4500O-H $30.00
Water MBAS -Surfactants SM 5540C $45.00
Water Nitrate-N EPA 353.2 $35.00
Water Nitrite-N EPA 353.2 $35.00
Water NO2+NO3-N EPA 353.2 $45.00
Water Orthophosphate-P EPA 365.3 $40.00
Water pH SM 4500H+-B $15.00
Water Phosphorus,Total as P EPA 365.1 $45.00
Water Specific Conductance (EC)SM 2510B $25.00
Water Sulfide,Total SM 4500S2-D $50.00
Water Sulfite SM 4500SO3-B $50.00
Water Total Dissolved Solids SM 2540C $30.00
Water Total Kjeldahl Nitrogen EPA 351.2 $80.00
Water Organic Nitrogen varies $10.00
Water Total Nitrogen by calculation varies $10.00
Water Total Organic Carbon SM 5310B $50.00
Water Total Suspended Solids SM 2540D $30.00
Water Turbidity EPA 180.1 $25.00
Water Chromium,Hexavalent EPA 218.6 $105.00
Water Aluminum EPA 200.8 $20.00
Water Aluminum,dissolved EPA 200.8 $20.00
Water Antimony EPA 200.8 $20.00
Fee Schedule
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City of Carlsbad
As-needed Water Quality
Monitoring Reporting
Matrix Parameters Method Unit Price
Water Antimony,dissolved EPA 200.8 $20.00
Water Arsenic EPA 200.8 $20.00
Water Arsenic,dissolved EPA 200.8 $20.00
Water Barium EPA 200.8 $20.00
Water Barium,dissolved EPA 200.8 $20.00
Water Beryllium EPA 200.8 $20.00
Water Beryllium,dissolved EPA 200.8 $20.00
Water Cadmium EPA 200.8 $20.00
Water Cadmium,dissolved EPA 200.8 $20.00
Water Calcium EPA 200.7 $20.00
Water Chromium EPA 200.8 $20.00
Water Chromium,dissolved EPA 200.8 $20.00
Water Cobalt EPA 200.8 $20.00
Water Cobalt,dissolved EPA 200.8 $20.00
Water Copper EPA 200.8 $20.00
Water Copper,dissolved EPA 200.8 $20.00
Water Iron EPA 200.7 $20.00
Water Iron,dissolved EPA 200.7 $20.00
Water Lead EPA 200.8 $20.00
Water Lead,dissolved EPA 200.8 $20.00
Water Magnesium EPA 200.7 $20.00
Water Manganese EPA 200.8 $20.00
Water Manganese,dissolved EPA 200.8 $20.00
Water Mercury EPA 245.1 $45.00
Water Mercury,dissolved EPA 245.1 $45.00
Water Metals,CTR EPA 200.8 $240.00
Water Molybdenum EPA 200.8 $20.00
Water Molybdenum,dissolved EPA 200.8 $20.00
Water Nickel EPA 200.8 $20.00
Water Nickel,dissolved EPA 200.8 $20.00
Water Phosphorus EPA 200.7 $35.00
Water Phosphorus,dissolved EPA 200.7 $35.00
Water Selenium EPA 200.8 $20.00
Water Selenium,dissolved EPA 200.8 $20.00
Water Silver EPA 200.8 $20.00
Water Silver,dissolved EPA 200.8 $20.00
Water Sodium EPA 200.7 $20.00
PSA25-3737CA
24June 24, 2025 Item #6 Page 118 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
City of Carlsbad
As-needed Water Quality
Monitoring Reporting
Matrix Parameters Method Unit Price
Water Thallium EPA 200.8 $20.00
Water Thallium,dissolved EPA 200.8 $20.00
Water Vanadium EPA 200.8 $20.00
Water Vanadium,dissolved EPA 200.8 $20.00
Water Zinc EPA 200.8 $20.00
Water Zinc,dissolved EPA 200.8 $20.00
Water Mercury,Diss,low-level EPA 1631E $125.00
Water Mercury, total,low-level EPA 1631E $125.00
Water Metals Digestion Fee [TRACK]$20.00
Water E.Coli SM 9223B $45.00
Water Enterococcus -Enterolert Enterolert $100.00
Water Fecal Coliform 3 dilutions SM 9223B $45.00
Water Total & Fecal Coliforms 3 dilutions SM 9221B/E $100.00
Water Total Coliforms by Enumeration 3 dilutions SM 9221B $60.00
Water OC Pesticides/PCBs Low-Level EPA 608.3 $190.00
Water Pyrethroid Pesticides by GC/MS/MS EPA 8270M $350.00
Water Semivolatile Organic Compounds EPA 8270C $300.00
Water Semivolatile Organics Compounds EPA 625.1 $300.00
Water OP Pesticides,low-level EPA 625.1 $350.00
Water PAHs,low-level by GC/MS/MS EPA 625.1 $400.00
Water Sub Dioxin 2378TCDD EPA 1613B $450.00
Water Sub EPA Method 100.2 (Long Fibers >10 microns)EPA 100.2 $220.00
PSA25-3737CA
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
City of Carlsbad
As-needed Water Quality
Monitoring Reporting
Valid through
Other Fees Percent Unit Rate
Rush Surcharges (work days)
One Day 200
Two Day 100
Three Day 75
Four-Five Day 50
<10 Day 25
Afterhours -Rain Event Standby flat fee $400.00
Afterhours -Weekdays 5:30 PM to 9 PM or 6 AM to 8 AM $300.00
Afterhours -Weekends/Holidays 8 AM to 5:30 PM $600.00
Asbestos -EPA 100.2 extra grid opening (each)$10.00
Asbestos EPA 100.2 Ozone Treatment $90.00
Courier -Sample Pick-up (business days)$275.00
Courier -Dry run $150.00
EDD -CEDEN $40.00
Microbiology -Each extra dilution $15.00
Preparation - Filtration,dissolved metals $20.00
Comments
Afterhours -no samples received between 9 PM and 6 AM
Field Blanks,Duplicates and Trip Blanks are billed same as samples
Courier services must be prescheduled and are based upon availability
All microbiology samples must be prescheduled and arrive with a minimum of 2
hours of holding time remaining
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Attachment I
PSA25-3739CA
1
MASTER AGREEMENT FOR GEOTECHNICAL SERVICES
ATLAS TECHNICAL CONSULTANTS, LLC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and Atlas Technical Consultants, LLC., a Delaware limited liability company ("Contractor").
RECITALS
A.City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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2
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS 6.1 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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3
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault. The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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9085 Aero Drive, Suite B
949.300.6579
Yashar Hooshvar
San Diego, CA 92123
Regional Vice President
yashar.hooshvar@oneatlas.com
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23.TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
ATLAS TECHNICAL CONSULTANTS, LLC., a
Delaware limited liability company
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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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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CITY OF CARLSBAD - CONTRACT ADMINISTRATION, PUBLIC WORKS BRANCHMASTER SERVICES AGREEMENT NUMBER: RFQ25-3437CA - CATEGORY 5
Prices valid through 3-year Term of Agreement
STAFF
NAME UNIT RATE
1 Morteza Mirshekari, PhD, PE Hour $250
2 Reza Saeedzadeh, PhD, PE, GE Hour $250
3 Hisham Nofal, PhD, PE, GE Hour $250
4 Erick Aldrich, PE, GE Hour $250
5 J. Goodmacher, PG, CEG, CHG Hour $250
6 Doug Skinner, PG, CEG Hour $250
7 Dale Bodman, PE Hour $200
8 Stephan Callas Hour $180
9 Bryan Rall, PG, CEG Hour $200
10 Christopher A. Schmidt, P.E.Hour $200
11 Nickey Akbariyeh, PE Hour $200
12 Jalal Fatemi, PE Hour $200
13 Jonathan McGehee, GIT Hour $180
14 Stephane Dalo, EIT Hour $160
15 Kyle Hahn, GIT Hour $160
16 Jacob Baker, GIT Hour $160
17 Matt Reilly, CAC, CLIA Hour $190
18 Max Quezada, CAC, CLIA Hour $160
19 Paul Lowe, CAC, CLIA Hour $160
20 Noll Valera, CSST, CLST Hour $160
21 James Choe, CSST, CLCR, CLST Hour $160
22 Dan Ferguson Hour $190
23 Dan Broyles Hour $190
24 Austin Hill Hour $190
25 Roger Jimenz Hour $140
26 Raul Tena Hour $140
27 Tony Stewart Hour $140
28 Peter SteinGillette Hour $140
29 Ismael Gonzales Hour $140
30 Chad Bartley Hour $140
31 Cynthia Garcia Ibarra Hour $110
32 Jessica Isbell Hour $95
33 Jazmine Martinez Hour $95
RFQ25-3437CA 5. Geotechnical Services
Administrative Assistant
Administrative Assistant
Drafter
Field Technician
Field Technician
Field Technician
Field Technician
Building Sciences
Field Services Manager
Field Services Manager
Director of Lab Services
Field Technician
Field Technician
Staff Geologist
Staff Geologist
Building Sciences Technical Practice Manager
Building Sciences
Building Sciences
Building Sciences
Senior Geologist
Senior Engineer
Senior Engineer
Senior Engineer
Staff Engineer
Project Geologist
Principal Engineer
Principal Engineer
Principal Geologist
Principal Geologist
Senior Engineer
Project Geophysicist
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE
TITLE
Geotechnical Practice Manager
Principal Engineer
ATLAS FEE SCHEDULE
PSA25-3739CA
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CITY OF CARLSBAD - CONTRACT ADMINISTRATION, PUBLIC WORKS BRANCHMASTER SERVICES AGREEMENT NUMBER: RFQ25-3437CA - CATEGORY 5
Prices valid through 3-year Term of Agreement
SUB-CONSULTANTS
NAME/FIRM UNIT RATE
1 Baja Exploration Half Day $3,630.00
2 Baja Exploration Full Day $4,840.00
3 Baja Exploration Half Day $4,180.00
4 Baja Exploration Full Day $5,500.00
5 Baja Exploration Full Day $4,950.00
6 Baja Exploration Hour $330.00
7 Baja Exploration Foot $68.00
8 Pacific Drilling Hour $478.00
9 Pacific Drilling Hour $588.00
10 Pacific Drilling Hour $55.00
11 Pacific Drilling Hour $110.00
12 Hudson Safe T Lite Hour $132.00
13 Hudson Safe T Lite Hour $198.00
14 Hudson Safe T Lite Day $1,250.00
15 Hudson Safe T Lite Day $110.00
16 Hudson Safe T Lite Week $330.00
17 Hudson Safe T Lite Month $990.00
18 Hudson Safe T Lite Page $330.00
19 Hudson Safe T Lite Page $660.00
20 Eurofins Each $115.00
21 Eurofins Each $55.00
22 Eurofins Each $77.00
23 Eurofins Each $104.00
24 Eurofins Each $104.00
25 Eurofins Each $176.00
26 Eurofins Each $187.00
27 Eurofins Each $170.00
28 Eurofins Each $71.00
29 Eurofins Each $63.00
30 Eurofins Each $214.00
31 Eurofins Each $5.00
Asbestos in Soil (PLM) Quantitative
Sample Waste Disposal
Organochlorine Pesticides (8081A)
Organophosphorus Pesticides (8141A)
Herbicides (8151A)
SVOCs/PAH (89270C)
PCBs (8082)
Asbestos in Soil (PLM) Qualitative
Traffic Control Plans 11x17 Non Engineer Stamped
Traffic Control Plans 11x17 with Engineer Stamp
VOCs + TPHg (8260B) add $5 if oxygenates are needed
TPHd + TPHo (8015M) Diesel Standard
TPHd + TPHo (8015M) Diesel and Motor Oil Standards
Title 22 Metals (6010B/7471A)
Flagger/Labor Technician (week days up to 8 hours)
Flagger/Labor Technician (8 to 12 hours and weekends)
Traffic Control Equipment (Shoulder/Lane Closure)
Daily Arrow Board Rental - When Required
Weekly Arrow Board Rental - When Required
Monthly Arrow Board Rental - When Required
Hand Auger Tech
Hollow Stem Auger Drilling Footage
Drill Rig - Truck Mount, Fraste, Mole, Tripod (5-Hour Minimum)
Drill Rig - Large Diameter (5-Hour Minimum)
Overtime Surcharge Per Person
Doubletime Surcharge Per Person
TITLE/SERVICE
CME 75 Drilling Services (up to 4 hours)
CME 75 Drilling Services (up to 8 hours)
CME 95 Drilling Services (up to 4 hours)
CME 95 Drilling Services (up to 8 hours)
Limited Access Rig (up to 8 hours)
RFQ25-3437CA 5. Geotechnical Services
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE
ATLAS FEE SCHEDULE
PSA25-3739CA
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CITY OF CARLSBAD - CONTRACT ADMINISTRATION, PUBLIC WORKS BRANCH
MASTER SERVICES AGREEMENT NUMBER: RFQ25-3437CA - CATEGORY 5
Prices valid through 3-year Term of Agreement
LABORATORY TESTING LABORATORY TESTING
RATE RATE
$515.00 $1,105
$255.00 $370
$185.00 $490
$245.00 $310
$245.00 $310
$230.00 $65
$185.00 $3,750
$320.00 $220
$120.00 $165
$275.00 $115
$220.00 $430
$35.00 $430
$215.00 $1,105
$95.00 $230
$215.00
$275.00 $35
$245.00 $75
$270.00 $95
$45.00 $320
$55.00 $1,275
$50.00 $360
$115.00 $455
$95.00 $95
$90.00 $145
$155.00 $185
$160.00 $215
$340.00 $65
$110.00 $185
$135.00 $310
$245.00 $125
$65.00
$80.00 $95
$80.00 $155
$460.00 $235
$145.00 $320
$230
$85.00 $235
$105.00 $155
$220.00
$430.00 $100
EXPENSES
DESCRIPTION COST %MARKUP
1
2
RFQ25-3437CA 5. Geotechnical Services
Emulsion Content Miscellaneous
Gyratory Compacted Maximum Specific Gravity Fire Proofing Density Test
Asphalt Concrete Post-Tension Tendon Tensile Testing
Asphalt Core Specific Gravity Tensile & Bend Test Structural Steel
Asphalt Core Specific Gravity Waxed Tensile & Bend Test Reinforcing Steel
Soluble Sulfate Bolt Assembly Tensile & Proof Load Test
Soundness 5 Cycles Chemical Analysis
Specific Gravity Fine or Coarse Aggregate Modulus of Elasticity (Steel)
Sieve Analysis with Hydrometer Mortar Shear Strength
Soil Cement Compression Strength Metal
Soluble Chlorides Bolt Assembly Hardness Test
R-Value Masonry Core Compression
Sand Equivalent Masonry Prism Compression
Sieve Analysis Modulus of Elasticity (Masonry Prism)
Percent Finer than #200 Absorption Block
pH & Resistivity Compression Block Standard
Plasticity Index Efflorescence Block
Natural Moisture/Density Ring or Core Sample Shotcrete Panel, 3 Cores Compression
Organic Impurities Shrinkage Hardened Concrete
Organic Matter Split Tensile Concrete Cylinder
Maximum Density – 6" (ASTM D698, D1557)Flex Beam Modulus of Rupture
Moisture Content Modulus of Elasticity
Natural Density Chunk Sample Shotcrete Mockup Panel
Light Weight Pieces Concrete and Masonry
Los Angeles Abrasion (Cal 211, ASTM C131)Concrete/Grout/Mortar Compression
Maximum Density – 4" (ASTM D698, D1557)Concrete Core Compression
Fineness Modulus (ASTM C136)Stabilometer Value
Flat & Elongated Pieces (ASTM D4791)Tensile Strength Ratio
Liquid Limit (Cal 204, ASTM D4318)Wet Track Abrasion
Durability Factor (Cal 229, ASTM D3744)Rice Max Theoretical Specific Gravity AC
Durability Index (Cal 229, ASTM D3744)Sieve Analysis Extracted Aggregate
Expansion Index (ASTM D4829)Stability and Flow
Corrosivity Testing Moisture of Asphalt Mixtures (Microwave)
Crushed Particles Optimum Bitumen Content
Direct Shear (ASTM D3080)Percent Bitumen Asphaltic Concrete
Clay Lumps in Aggregate Hveem & Stabilometer Value
Cleanness Value Ignition Oven Correction Factor
Consolidation Ignition Oven Degradation Factor
Soil and Aggregate Asphalt Concrete Continued
California Bearing Ratio Hamburg Wheel Plant Produced HMA
California Impact Hveem Maximum Bulk Specific Gravity
TEST TEST
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE
ATLAS FEE SCHEDULE
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MASTER AGREEMENT FOR GEOTECHNICAL SERVICES
ENGEO, INCORPORATED
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and ENGEO, Incorporated, a California corporation ("Contractor").
RECITALS
A.City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault. The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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925-866-9000
2633 Camino Ramon, #250
ueliahu@engeo.com
Uri Eliahu
President
San Ramon, CA 94583
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23.TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
ENGEO, Incorporated., a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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Secretary
President
Robert Boeche, Assistant Treasurer
Uri Eliahu, President
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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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Fee Schedule
The following schedule identifies our proposed key personnel for the City of Carlsbad Master Services Agreement
for Consultants RFQ25-3437CA Category: 5 Geotechnical Services, their title, and their corresponding hourly rate in
accordance with our 2023 rate schedule.
The use of subconsultants and expenses will be outlined and limited to a 10% markup.
3890 Murphy Canyon Road, Suite 200, San Diego, CA 92123 (858) 573-6900 info@engeo.comwww.engeo.com
GEOTECHNICAL
ENVIRONMENTAL
WATER RESOURCES
CONSTRUCTION SERVICES
COASTAL/MARINE GEOTECHNICS
Proposed Staff Title Hourly Rate
Taylor Strack, PE, GE Senior Engineer $265
Josef Tootle, PE, GE Principal $365
James Thurber, PG, CEG, CHG Principal $365
Walter Crampton, PE, GE, D.CE Principal $365
Victoria Drake, PE, QSD, ToR Associate $305
Greg Spaulding, PG, CEG, CHG Senior Geologist $265
Kevin McFadden, PE Senior Engineer $265
Emma Griffie, PG Project Geologist $235
Kristie Paul Senior Laboratory Technician $180
Our 2023 rate schedule is attached.
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GEOTECHNICAL
ENVIRONMENTAL
WATER RESOURCES
CONSTRUCTION SERVICES
COASTAL/MARINE GEOTECHNICS
February 1, 2023 www.engeo.com
PREFERRED CLIENT FEE SCHEDULE
PROFESSIONAL SERVICES
Effective February 2023
President ...................................................................................................................................... $465.00 per hour
Principal ....................................................................................................................................... $365.00 per hour
Associate ..................................................................................................................................... $305.00 per hour
Subject Matter Expert .................................................................................................................. $400.00 per hour
Senior ........................................................................................................................................... $265.00 per hour
Project .......................................................................................................................................... $235.00 per hour
Staff .............................................................................................................................................. $205.00 per hour
Assistant ...................................................................................................................................... $165.00 per hour
Construction Services Manager II ............................................................................................... $210.00 per hour*
Construction Services Manager I ................................................................................................ $200.00 per hour*
Senior Field Representative II ..................................................................................................... $176.00 per hour*/**
Senior Field Representative I ...................................................................................................... $157.00 per hour*/**
Field Representative .................................................................................................................... $145.00 per hour*/**
Senior Laboratory Technician ..................................................................................................... $180.00 per hour
Laboratory Technician ................................................................................................................. $160.00 per hour
Senior GIS Developer.................................................................................................................. $190.00 per hour
Senior GIS Analyst ...................................................................................................................... $185.00 per hour
GIS Analyst .................................................................................................................................. $175.00 per hour
Senior CAD Specialist ................................................................................................................. $175.00 per hour
CAD Specialist ............................................................................................................................. $160.00 per hour
Network Administrator ................................................................................................................. $250.00 per hour
Project Assistant .......................................................................................................................... $145.00 per hour
*Two-hour minimum portal to portal and cancellations within 24 hours.
*OVERTIME RATES: Rates increased by factor of 1.5 for all hours worked in excess of eight (8) Monday through Friday, and the first
eight (8) hours worked on Saturday. Rates increased by factor of 2.0 for all hours worked in excess of twelve (12) Monday through
Friday, all hours worked in excess of eight (8) on Saturday and all hours worked on Sunday and holidays.
** For Prevailing Wage projects, increase the hourly rate by $19.
** Rates increased by factor of 1.25 for night shift hours (hours commencing after 4:00 p.m. or before 4:00 a.m.); rates increased by
factor of 1.875 (an additional factor of 1.5) for all night shift hours in excess of eight (8); rates increased by factor 2.5 for all night shift
hours worked in excess of twelve (12).
ADDITIONAL SERVICES OFFERED
In addition to our core services of geotechnical, hydrologic and environmental engineering, including construction-phase testing and
observation, ENGEO provides clients with services for establishment and management of Geologic Hazard Abatement Districts (GHAD)
and for Entitlement and Permitting Support (EPS). For more information about these services and associated pricing, please contact
ENGEO at (925) 866-9000.
OTHER FEES
•Equipment and materials will be charged in addition to the above hourly rates.
•Outside Consultants, Subcontracted Services and Equipment Rental .................................................................................................. Cost plus 25%
•Expert Witness, Deposition, Mediation, Arbitration, or Court Appearance (Minimum Charge) ..................... $2,400.00 half day, $4,800.00 full day
TERMS
Invoices will be submitted at completion of work or at approximately four week intervals and are due and payable upon receipt. Statements
will be issued at monthly intervals. Charges not paid within 30 days of invoice date will accrue a late charge at a rate of 1.5 percent per
month. In the event it becomes necessary to commence suit to collect amount due, Client agrees to pay attorney's fees and costs, as the
court may deem reasonable until amount is paid. Fees will be applicable for one year from the effective date above; thereafter, fees will be
adjusted annually. Our fees will be billed using an invoice format produced by a standardized accounting software package. A more
customized itemization of charges and backup data will be provided upon Client’s requests, but at additional fees. Final reports may be
withheld until outstanding invoices are paid in full.
Many risks potentially affect ENGEO by virtue of entering into this agreement to perform services on behalf of client. A principal risk is the
potential for human error by ENGEO. For client to obtain the benefit of a fee that includes a nominal allowance for dealing with our liability,
client agree to limit ENGEO’s liability to Client and all other parties for claims arising out of our performance of the services described in the
agreement. The aggregate liability will not exceed $50,000 (or ENGEO’s fee, whichever is greater, but not more than $1,000,000) for
professional acts, errors, or omissions, including attorney’s fees and costs that may be awarded to the prevailing party and client agrees to
indemnify and hold harmless ENGEO from and against all liabilities in excess of the monetary limit established above.
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EQUIPMENT AND MATERIALS CHARGES
February 1, 2023 www.engeo.com
DESCRIPTION COST PER UNIT ($) UNIT
Air Content Meter 7.00 hour
Bailers (Disposable) 10.00 each
Coatings Thickness Kit (eg. Fireproofing, Protective Paint) 30.00 hour
Concrete Crack Monitor 20.00 each
Coring Machine 30.00 hour
Double-Ring Infiltrometer 50.00 hour
Electronic Water Level Indicator 5.00 hour
Engineering Analysis Software 45.00 hour
Equipment Transport(er) 100.00 hour
Exploration Equipment (Electric Auger) 50.00 hour
Floor Flatness/Floor Level Equipment 40.00 hour
Generator 15.00 hour
GIS Website Portal Subscriptions 50.00 month
GPS Handheld Device 10.00 hour
Drone Equipment 210.00 hour
Hand Auger and Soil Sampler 15.00 hour
Hydraulic Pull-Test Equipment 25.00 hour
Interface Probe 2.00 hour
Magnetic Particle Test Equipment 25.00 hour
Moisture Content Test Equipment 6.00 hour
Multi-Parameter Water Meter 15.00 hour
pH Meter/Turbidity Meter 10.00 hour
Photo Ionization Detector 20.00 hour
Reinforcing Bar Locator 100.00 hour
Sampling Tubes 10.00 each
Sand Cone Equipment and Material 5.00 hour
Schmidt Hammer 20.00 hour
Seisometer 50.00 hour
Skidmore Wilhelm Bolt Tension Calib. 40.00 hour
Slope Inclinometer/Settlement Indicator/VW Readout 50.00 hour
Torque Wrench 15.00 hour
Transfer Pump 3.00 hour
Ultrasonic Equipment 50.00 hour
Vapor Emission Test Kit 40.00 kit
Vector Conversion 60.00 conversion
Vehicle, nuclear gauge, equipment, wireless communication.
*Add $5.00/hr. for RTK enabled autotesting equipment.33.00* hour
Vehicle, equipment, wireless communication 23.00 hour
Vibration Monitor 1800.00 month
Water Sampling Pumps 20.00 hour
Bridge Toll actual actual
Mileage .98 mile
Parking actual actual
AutoCAD, Civil 3D, GIS, Drone Data Processing 29.00 hour
Photocopies Black & White 0.25 each
Photocopies Color 11 x 17 1.50 each
Photocopies Color 8½ x 11 1.00 each
Plot - Black & White 3.00 square foot
Plot - Color 4.00 square foot
Postage actual actual
Scan - Black & White 1.50 each
Scan - Color 3.75 each
Telephone 0.50 minute
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MASTER AGREEMENT FOR GEOTECHNICAL SERVICES
NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and Ninyo & Moore Geotechnical & Environmental Sciences Consultants, a California corporation
("Contractor").
RECITALS
A. City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
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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 (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
NINYO & MOORE GEOTECHNICAL &
ENVIRONMENTAL SCIENCES
CONSULTANTS, a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Avram Ninyo, President and CFO
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or
Vice-President
Secretary, Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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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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STAFF
Name Title Hourly Rate
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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.
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MASTER AGREEMENT FOR GEOTECHNICAL SERVICES
BARNETT QUALITY CONTROL SERVICES, INC. DBA NOVA SERVICES, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and Barnett Quality Control Services, Inc. dba NOVA Services, Inc., a California corporation ("Contractor").
RECITALS
A. City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14.BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15.ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16.OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17.COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18.NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Danny Barnett
President
4373 Viewridge Ave, Ste B
San Diego, CA 92123
858 292 7575
djbarnett@usa-nova.com
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
BARNETT QUALITY CONTROL SERVICES, INC.
DBA NOVA SERVICES, INC., a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
Keith Blackburn, Mayor (sign here)
, President, Secretary and CFO
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or
Vice-President
Secretary, Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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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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STAFF
NAME TITLE HOURLY RATE
Tom Canady, PE Contract Manager, Principal Engineer $ 250.00
Andrew K. Neuhaus, PG, CEG Senior Engineering Geologist,
Alternate Contract Manager $ 225.00
John F. O'Brien, PE, GE Principal Geotechnical Engineer $ 275.00
Gillian Carzzarella Dean, PE, GE Senior Engineer/Geologist $ 225.00
Giovanni Norman, PG Project Engineer/Geologist $ 200.00
Hillary Price, GIT $ 180.00
David Lewis Project Manager $ 200.00
Wail Mokhtar Project Manager $ 200.00
Adam Greening, GIT Laboratory Manager $ 95.00
Seth Bennett, Barney Dumas,
Morgan Lamb
Special Inspectors $ 140.00
Seth Bennett, Barney Dumas,
Steve Hamlin, Dustin Jasper,
Morgan Lamb, Patrick McGinty, and
Brian Steinhauser
ACI Concrete Technicians $ 138.00
Seth Bennett, Steve Hamlin, Dustin
Jasper, Patrick McGinty, and Brian
Steinhauser
Soils Technicians $ 140.00
Firestopping/Fire Caulking Inspector $ 148.00
Non-Destructive Testing Technician $ 148.00
Geotechnical Supervisor $ 150.00
Drafter $ 110.00
Lab Technician, services outside normal
business hours $ 95.00
SUB-CONSULTANTS
NAME/FIRM TITLE HOURLY RATE
Dan Johnson/SCS Engineers Senior Project Advisor $ 375.00
Luke Montague/SCS Engineers Project Advisor $ 335.00
Chris Crosby/SCS Engineers Project Director $ 285.00
Chuck Houser/SCS Engineers Project Manager $ 246.00
Cristobal Ramirez/SCS Engineers Project Manager $ 250.00
$ 170.00
Utility Locator $ 350.00
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EXPENSES
DESCRIPTION COST % MARKUP
NOVA Services, Inc.
See rate schedule below and on following pages $0%
SCS ENGINEERS
Well Permits: First $ 1,000.00 10%
Each Additional (per site/permit)$ 700.00 10%
TPH (per test)$ 60.00 10%
VOCs (per test)$ 93.00 10%
Metals (per test)$ 120.00 10%
Additional lab costs based on project requirements 10%
Baja Exploration
See rate schedule on page 5 10%
SERVICES UNIT RATE
Equipment and Expenses
Coring Two Man Crew Hour $ 400.00
Pachometer (reinforcing steel) Day $ 60.00
Skidmore/Whilhelm Day $ 220.00
Floor Flatness Visit $ 1,750.00
Schmidt Hammer Day $ 60.00
Nuclear Gauge Day $ 45.00
Support Services and Other Expenses
Pick-Up/Delivery within San Diego County Trip $ 85.00
Expert Witness Testimony Hour $ 400.00
Administrative Support Hour $ 85.00
Monthly MetaField Reporting Month $ 450.00
TRAVEL TIME AND MILEAGE
per excess mile to and from the project will be charged for inspectors and technicians.
EXPENSES AND OUTSIDE SERVICES
Outside services and reimbursable expenses not included in this fee schedule (samples sent to outside
laboratory for testing, samples sent to outside fabricator or machine shop, equipment, subcontractors, vendor
credentialing and billing programs, etc.) are charged at cost plus 10%.
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LABORATORY TESTING
Test ASTM Rate
Soil and Aggregate
Compaction Curve, Modified, D1557 $ 275.00
Compaction Curve, Standard, D698 $ 275.00
Compaction Check Point $ 90.00
Oversize Rock Correction D4718 $ 90.00
Sieve Analysis, with Wash C136, D6913, CT 202 $ 155.00
Sieve Analysis, fine with Hydrometer D6913, D7928, D422 $ 240.00
Percent Finer than #200 C117 $ 85.00
Specific Gravity and Absorption, Coarse C127, CT 206 $ 180.00
Specific Gravity and Absorption, Fine C128, CT 207 $ 135.00
Unit Weight and Voids in Aggregate C29, CT 212 $ 90.00
Moisture Content D2216, CT 226 $ 45.00
Moisture Content and Dry Density D2937 $ 45.00
Atterberg Limits: PL, LL, PI D4318, CT 204 $ 225.00
Sand Equivalent D2419, CT 217 $ 100.00
Durability Index D3744 $ 265.00
Cleanness Value CT 227 $ Quote
Los Angeles Abrasion (LA Rattler) C131, C535 $ Quote
Expansion Index D4829 $ 235.00
R-Value D2844 $ 375.00
Consolidation D2435 $ 250.00
Direct Shear D3080 $ 335.00
Direct Shear Remold $ 635.00
Sulfate and Chloride Content $ 130.00
pH and Resistivity CT 643 $ 165.00
Unconfined Compression D2166 $ 180.00
California Bearing Ratio D1883 $ 650.00
Asphalt Concrete
Hveem Stability and Unit Weight D1560 $ 370.00
Wet Track Abrasion D3910 $ 230.00
Maximum Theoretical Specific Gravity (Rice) D2041 $ 150.00
Percent Asphalt with Gradation (ignition oven) C6307 $ 250.00
Unit Weight Only (compacted sample or core) D2726, D1188 $ 55.00
Unit Weight Requiring Compaction D2726 $ 250.00
Asphalt Mix Design Review (per hour) $ 250.00
Concrete and Masonry
Concrete Cylinder Compression Test (4x8, 6x12) C39, CT 521 $ 40.00
Compression Test, Mortar, Grout C780, C1019 $ 50.00
Compression Test, High-Strength Grout C1107 $ 60.00
Compression Test, Core (includes sample prep) C42 $ 100.00
Compression Test, Lightweight Concrete (insulating, fill) C495 $ 60.00
Compression Test, Shotcrete Panel, set of four cut cores C42 $ 385.00
Flexural Strength, 6X6 beam C78, C293, CT 523 $ 125.00
Fiber Reinforced Polymer D7565 $ 895.00
Unit Weight Fresh Concrete C138, CT 518 $ 55.00
Unit Weight, Lightweight Concrete C567 $ 90.00
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LABORATORY TESTING
Test ASTM Rate
Concrete and Masonry (continued)
Concrete Drying Shrinkage, set of three specimens C157 $ 450.00
Concrete Mix Design Review (per hour) $ 250.00
Moisture Vapor Emission Kit F1869 $ 55.00
Shotcrete Nozzleman Certification – mock-up panel, coring,
and grading (per nozzleman)
$ 2,650.00
Composite Prism Masonry Unit C1314 $ 240.00
Compression Test, Block C140 $ 70.00
Compression Test, Brick C67 $ 60.00
Absorption, Unit Weight, and Received Moisture, Masonry
Block
C140 $ 190.00
Lineal Shrinkage, Masonry Block C426 $ 295.00
Masonry Block Conformance (absorption, unit weight,
shrinkage, compressive strength)
C90 $ 700.00
Steel and Fireproofing
Bolt-Nut-Washer Conformance Testing F606 $ 850.00
Bolt-Nut-Washer, Hardness Only F606 $ 195.00
Reinforcing Steel, Tensile Test, < No. 6 bar A370 $ 110.00
Reinforcing Steel, Tensile Test, No. 7 or higher bar A370 $ Quote
Reinforcing Steel, Bend Test, No. 6 bar or smaller A370 $ 110.00
Reinforcing Steel, Tensile Test, No. 7 bar or higher A370 $ Quote
Tensile Strength Mechanical Splice $ Quote
Fireproofing – Density Test (template/displacement) E605 $ 85.00
Fireproofing Adhesion/Cohesion E736 $ 35.00
Overtime occurs in the following instances:
- work more than 8 hours per day is charged at time-and-a-half.
- work more than 40 hours per week is charged at time-and-a-half.
- work performed outside the hours between 6:30 a.m. and 4:00 p.m., Monday through Friday is charged at time-and-a-
half; work up to 12 hours per day on Saturday is charged at time-and-a-half.
- work more than 12 hours in one day, or over 8 hours on the 7th consecutive day or worked Sundays/holidays is charged
at double time.
Hourly rates are charged on a portal-to-portal basis.
Mileage will be charged at the current IRS approved rate per mile for services performed outside a 50-mile radius of this
office.
A 4-hour minimum is charged for field services. Work performed more than 4 hours will be charged in 1-hour increments.
Work performed over 8 hours is charged in half-hour increments.
24-hour notice via submittal of the Dispatch Request Form to dispatch@usa-nova.com is requested for testing
and inspection services. There will be a 4-hour minimum charge (show-up time) for cancellations without notification.
Same Day Callouts will be subject to a 1-hour project management fee.
When personnel are required by job conditions to work more than 5 consecutive hours without the ability to take a one-
half hour uninterrupted lunch period, an additional hour will be billed at regular time in addition to actual hours worked.
Laboratory testing that is required to be performed outside regular hours will be billed for Lab Technician time in addition
to the lab test rate. Weekend sample pickups, if required, will incur additional charges.
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Service Unit Price
Minimum Half-Day Rate (up to 4 Hours)
Day Rates
Mobiliza on Fees
Hollow Stem Auger (HSA) Drilling Footage Rates for Permi ed or Non-permi ed Soil Borings (SB)
PVC Wells
Air Rotary Drilling or Coring
Well Destruc on
Addi onal Vehicles
Materials
CME 75, minimum drill site charge, including mobiliza on, up to 4 hours $ 2,800.00
CME 75, minimum drill site charge, including mobiliza on, up to 4 hours, with prevailing wages $ 3,600.00
CME 95, minimum drill site charge, including mobiliza on, up to 4 hours $ 3,300.00
CME 95, minimum drill site charge, including mobiliza on, up to 4 hours, with prevailing wages $ 4,000.00
Hand Auger Tech, minimum site charge, including mobiliza on, up to 4 hours $ 1,200.00
CME 75, day rate drill site charge, including mobiliza on, up to 8 hours $ 3,700.00
CME 75, day rate drill site charge, including mobiliza on, up to 8 hours, with prevailing wages $ 4,600.00
CME 95, day rate drill site charge, including mobiliza on, up to 8 hours $ 4,200.00
CME 95, day rate drill site charge, including mobiliza on, up to 8 hours, with prevailing wages $ 5,200.00
Limted Access Rig (LAR), day rate drill site charge, including mobiliza on, up to 8 hours $ 3,700.00
Limted Access Rig (LAR), day rate drill site charge, including mobiliza on, up to 8 hours, with PW $ 4,700.00
Hand Auger Tech, day rate site charge, including mobiliza on, up to 8 hours $ 2,100.00
Mobiliza on outside of San Diego, Fresno, Riverside and Inland Empire metro areas
Standby rate if applicable (per hour)$ 300.00
HSA 0'-30' for SB's, including grout and surface restora on $ 50.00
HSA 31'-50' for SB's, including grout and surface restora on $ 50.00
HSA 51'-100' for SB's, including grout and surface restora on $ 62.00
HSA 0'-30' for 2" MW, including casing, 15' of screen and all annular materials $ 60.00
HSA 0'-30' for 4" MW $ 71.00
HSA 31'-50' for 2" MW $ 59.00
HSA 31'-50' for 4" MW $ 72.00
HSA 51'-100' for 2" MW
HSA 51'-100' for 4" MW
Stainless Steel Geotech Rings - CAL Modi ed - Per Cannister (6)$ 25.00
Brass Geotech Rings - CAL Modi ed - Per Cannister (6)$ 45.00
Environmental SS Sample Liners-EACH $ 8.00
Surface Comple ons, in asphalt or soil (3 foot concrete pad)$ 750.00
Air Rotary Drilling or Coring
Extra Personnel (3rd man) Hourly Rate (non-prevailing wage)$ 95.00
Concrete Cu ng or coring for up to 3 foot diameter Well Pads, up to 6" thick concrete, rst hole $ 500.00
Addi onal holes or cuts $ 260.00
2 inch PVC
4 inch PVC
Support Truck (day rate)$ 300.00
Support Truck with Li Gate (day rate)$ 600.00
Self Contained Decontamina on Trailer (day rate)$ 600.00
Bag of Portland Cement $ 30.00
Bag of Bentonite Chips $ 30.00
Bag of Bentonite Grout $ 35.00
Bag of Concrete $ 20.00
Bag of Rapidset $ 35.00
Bucket of Aquaphalt $ 95.00
55 Gallon Drum $ 135.00
55 Gallon Drum with Disposal (Only for Non-Hazardous Material)$ 205.00
Phone - (760) 743-7678 • Fax - (760) 737-6044 • Email - dbhogan@bajaexplora on.com • C57 License# 804318
LUMP SUM QUOTES ARE ALWAYS AVAILABLE UPON REQUEST
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Attachment M
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1
MASTER AGREEMENT FOR GEOTECHNICAL SERVICES
TETRA TECH, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and Tetra Tech, Inc., a Delaware corporation ("Contractor").
RECITALS
A.City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault. The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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14151 Newbrook Dr
President, Government Services Group
Jeremy Travis
jeremy.travis@tetratech.com
Chantilly VA 20151
703-885-5520
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23.TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
TETRA TECH, INC., a Delaware corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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President of the United States Government Division
Jeremy Travis,
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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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City of Carlsbad Tetra Tech, Inc.
RFQ MSA Consultant Services RFQ25-3437CA 1230 Columbia Street, Suite 1000
December 18, 2024, R1 May 2025. San Diego, CA, 92101
Category #5 Geotechnical Services
TETRA TECH, INC.
SCHEDULE OF FEES
Charges will be made at the following rates for biologists, scientists, and other professional staff for time
spent on project related: meetings, field activities, evaluations, review and analysis of field and laboratory
data, travel, report preparation /review, and other project-related activities.
Position Hourly rate
Principal $310.00
Sr. Engineer/Geologist $299.00
Project Engineer/Geologist $207.00
Staff Engineer/Geologist $178.00
Tecnician III $140.00
Tecnician II $130.00
Tecnician I $120.00
GIS Technician $155.00
Word Processor $125.00
Financial Manager $170.00
Terms
The rates provided above are effective for 3 years with no escalation as per the RFQ as mutually agreed
upon between City of Carlsbad and Tetra Tech. An annual rate increase will be applied after this timeframe
at mutually agreed upon date between the two parties, at and agreed upon percentage.
Expenses
Direct, non-salary expenses incurred as related to the project and that are not applicable to general
overhead will be invoiced at our cost multiplied by 1.10. Examples of direct expenses are project supplies,
travel expenses, and lodging expenses. A vehicle mileage rate equal to the current US General Services
Administration (GSA) mileage reimbursement rate will apply, currently at $0.67/mile. Link: Privately owned
vehicle (POV) mileage reimbursement rates | GSA
Subcontract
Subcontracted services will be invoiced at our cost multiplied by 1.10.
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TETRA TECH, INC.
SCHEDULE OF FEES
Category 5 -Geotechnical Services -UES Professional Solutions, Inc. (UES)
Subcontractor
Charges will be made at the following rates for biologists, scientists, and other professional staff for time
spent on project related: meetings, field activities, evaluations, review and analysis of field and laboratory
data, travel, report preparation /review, and other project-related activities.
Position Hourly rate
Program Manager $180
Principal Geologist I Scientist I Engineer $180
Senior Geologist I Scientist I Engineer $160
Associate Geologist I Scientist/ Engineer $140
Staff Geologist I Scientist/ Engineer $130
Principal Civil Engineer $180
Senior Civil Engineer $160
Staff Civil Engineer $140
Principal Geotechnical Engineer $180
Senior Geotechnical Engineer $160
Staff Geotechnical Engineer $130
Principal Geophysicist $210
Senior Geophysicist $180
Sr. Surveyor $130
Staff Surveyor $160
Technician Ill $130
Technician II $125
Technician I $120
GIS Specialist $100
GIS Technician $90
Health and Safety Manager $225
Financial Manager $110
Word Processor $85
Technical Editor $90
Percent annual increase (If allowed) 3%
Terms
The rates provided above are effective for 12 months from contract signing, or as mutually agreed upon
between City of Carlsbad and Tetra Tech. An annual rate increase will be applied at mutually agreed upon
dates between the two parties, at the percentage provided in the table above.
City of Carlsbad
RFQ MSA Consultant Services RFQ25-3437CA
December 18, 2024.
Tetra Tech, Inc.
1230 Columbia Street, Suite 1000
San Diego, CA, 92101
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Expenses
Direct, non-salary expenses incurred as related to the project and that are not applicable to general
overhead will be invoiced at our cost multiplied by 1.10. Examples of direct expenses are project supplies,
travel expenses, and lodging expenses. A vehicle mileage rate equal to the current us General Services
Administration (GSA) mileage reimbursement rate will apply, currently at $0.67 /mile. Link: Privately owned
vehicle (POV) mileage reimbursement rates I GSA
Subcontract
Subcontracted services will be invoiced at our cost multiplied by 1.10
City of Carlsbad
RFQ MSA Consultant Services RFQ25-3437CA
December 18, 2024.
Tetra Tech, Inc.
1230 Columbia Street, Suite 1000
San Diego, CA, 92101
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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 City of Carlsbad,
California, a municipal corporation ("City"), and Arcadis U.S., Inc., a Delaware corporation ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in construction
management and inspection for horizontal projects.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed horizontal construction management and inspection.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) daysafter receipt of notification to proceed by City and be completed within the time specified in the TaskDescription for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5.COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred
thousand dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties.Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates
specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a ProjectTask Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentageof 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 thoseas determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 ofthe 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 theAgreement. Contractor and any subcontractors shall comply with Section 1776 of the California LaborCode, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7.CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
Engineer approves otherwise, Contractor shall process all project documents through Procore because
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this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8.STATUS OF CONTRACTORContractor will perform the Services in Contractor's own way as an independent contractor and in pursuitof Contractor's independent calling, and not as an employee of City. Contractor will be under the control
of City only as to the result to be accomplished, but will consult with City as necessary. The persons usedby Contractor to provide services under this Agreement will not be considered employees of City for anypurposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
9.CONTRACTOR EVALUATIONSWork 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 programrequirements 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.SUBCONTRACTINGContractor will not subcontract any portion of the Services without prior written approval of City. IfContractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.Nothing contained in this Agreement will create any contractual relationship between any subcontractorof Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
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applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11.OTHER CONTRACTORSThe City reserves the right to employ other Contractors in connection with the Services.
12.INDEMNIFICATIONContractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorney’s fees arising out of the performance of the workdescribed in this Agreement and Task Descriptions caused by any willful misconduct or negligent act oromission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13.INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or inconnection 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 ofApproved 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.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Jennifer Chapman Name Lauren Jentzen
Title
Senior Contract Administrator
Title PE - Construction Principal
(Project Manager)
Dept Public Works/CM&I Address 530 B Street, Suite 1000
CITY OF CARLSBAD San Diego, CA 92101
Address
1635 Faraday Ave.
Phone
858-414-2449
Carlsbad, CA 92008 Email 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 regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20.CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles 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 PROHIBITEDContractor will comply with all applicable local, state and federal laws and regulations prohibitingdiscrimination, harassment, and retaliation.
22.DISPUTE RESOLUTIONIf a dispute should arise regarding the performance of the Services, the following procedure will be usedto resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. Acopy of such documented dispute will be forwarded to both parties involved along with recommendedmethods of resolution, which would be of benefit to both parties. The representative receiving the letterwill reply to the letter along with a recommended method of resolution within ten (10) business days. Ifthe resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes willbe forwarded to the City Manager. The City Manager will consider the facts and solutions recommendedby each party and may then opt to direct a solution to the problem. In such cases, the action of the CityManager will be binding upon the parties involved, although nothing in this procedure will prohibit theparties from seeking remedies available to them at law.
23.TERMINATIONIn the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminatethis Agreement for nonperformance by notifying Contractor by certified mail of the termination. If Citydecides to abandon or indefinitely postpone the work or services contemplated by this Agreement, Citymay terminate this Agreement upon written notice to Contractor. Upon notification of termination,Contractor has five (5) business days to deliver any documents owned by City and all work in progress toCity at the address contained in this Agreement. City will make a determination of fact based upon thework product delivered to City and of the percentage of work that Contractor has performed which isusable and of worth to City in having the Agreement completed. Based upon that finding City willdetermine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24.COVENANTS AGAINST CONTINGENT FEESContractor warrants that Contractor has not employed or retained any company or person, other than abona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor hasnot paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
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percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this
Agreement and provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
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and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31.AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractoreach represent and warrant that they have the legal power, right and actual authority to bind Contractorto the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California ARCADIS U.S., INC., a Delaware corporation
By: By:
(sign here) KEITH BLACKBURN, Mayor
John McCarthy, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Robyn Miller, Secretary Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed horizontal construction management and inspection services in
accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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Arcadis 103068776 City of Carlsbad As-Needed Horizontal Construction Management & Inspection | 1
Fee Schedule
Prices valid through initial Term of Agreement. If the City extends the Agreement, compensation may increase by a maximum of 2%, upon agreement by the City or CMWD.
Arcadis Staff
Name Title Hourly Rate OT Rate DT Rate
1.Lauren Jentzen Construction Manager / Resident Engineer $283.00 NA NA
2.Arthur Serata Construction Manager / Resident Engineer $283.00 NA NA
3.Nariman Khomamizadeh Construction Manager / Resident Engineer $220.00 NA NA
4.Craig Hutchins Construction Manager / Resident Engineer $230.00 NA NA
5.Yanal Bushnaq Construction Manager / Resident Engineer $195.00 NA NA
6.Allen Day Construction Inspector*$220.00 $260.00 $300.00
7.Sarah Thomson Construction Inspector*$238.00 $280.00 $323.00
8. Conrad Taylor Construction Inspector*$220.00 $260.00 $300.00
9.Chris Wright Construction Inspector*$238.00 $280.00 $323.00
10.Erik Anderson Construction Inspector*$230.00 $271.00 $314.00
11.Kiah Tretter Admin/Document Control Specialist $115.00 NA NA
12.Rhonda Barkey Admin/Document Control Specialist $132.00 NA NA
*Construction Inspector rates based off DIR Prevailing Wage SD-23-63-3-2024-2D, Group 2
Subconsultants
Name / Firm Title Hourly Rate OT Rate DT Rate
1.Oscar Mendoza (KCS)Construction Manager / Resident Engineer $272.00 NA NA
2.Jeff Edwards (KCS)Construction Inspector*$225.00 $274.25 $322.87
3.Jay Losofsky (KCS)Start-up support $233.00 NA NA
4.Teresa Gonzalez-White (GWCS) Labor Compliance $120.00 NA NA
5.Gerald Montgomery Principal / QSD $160.00 NA NA
6.Steven Branson (SQ) Project Manager / QSD $150.00 NA NA
7.Julietta Viduya (SQ)QSP $125.00 NA NA
8. Stan Olmos (SQ)QSP $125.00 NA NA
9.Thomas Klein (RCS) E & IC, Start-up Support $230.00 $345.00 $460.00
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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 City of Carlsbad,
California, a municipal corporation ("City"), and CPM Partners, Inc., a California corporation
("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in construction
management and inspection for horizontal projects.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed horizontal construction management and inspection.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description maybe granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
Attachment O
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(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties.
Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates
specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
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Engineer approves otherwise, Contractor shall process all project documents through Procore because
this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used
by Contractor to provide services under this Agreement will not be considered employees of City for any
purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
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every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City. 11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report. 13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Jennifer Chapman Name Alex Janecek
Title Senior Contract Administrator Title Vice President
Dept Public Works/CM&I Address 523 Encinitas Blvd., #200
CITY OF CARLSBAD Encinitas, CA 92024
Address 1635 Faraday Ave. Phone 310-989-3104
Carlsbad, CA 92008 Email 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 regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
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responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California CPM PARTNERS, INC., a California corporation
By: By:
(sign here) KEITH BLACKBURN, Mayor
Maribel R. Janecek,
President and Chief Financial Officer
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed horizontal construction management and inspection services in
accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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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
PSA25-3811CMI - 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.
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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 SchedulePSA25-3811CMI - 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 SchedulePSA25-3811CMI - 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 SchedulePSA25-3811CMI - 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 SchedulePSA25-3811CMI - Exhibit "A" (Cont.)
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MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION
MANAGEMENT AND INSPECTION
KLEINFELDER CONSTRUCTION SERVICES, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the City of Carlsbad,
California, a municipal corporation ("City"), and Kleinfelder Construction Services, Inc. a California
corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in construction
management and inspection for horizontal projects.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed horizontal construction management and inspection.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERMThe term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description maybe granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
Attachment P
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(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties.
Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates
specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
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Engineer approves otherwise, Contractor shall process all project documents through Procore because
this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used
by Contractor to provide services under this Agreement will not be considered employees of City for any
purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
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every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City. 11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement. 13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report. 13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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14.BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15.ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16.OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17.COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18.NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Jennifer Chapman Name Mark Plotnikiewicz
Title Senior Contract Administrator Title PE, QSD
Dept Public Works/CM&I Address 5761 Copley Drive, Suite 100
CITY OF CARLSBAD San Diego, CA 92111
Address 1635 Faraday Ave. Phone 858-223-8480
Carlsbad, CA 92008 Email 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 LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulations whichin any manner affect those employed by Contractor, or in any way affect the performance of the Servicesby Contractor. Contractor will at all times observe and comply with these laws, ordinances, andregulations and will be responsible for the compliance of Contractor's services with all applicable laws,ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
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responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California KLEINFELDER CONSTRUCTION SERVICES, INC.,
a California corporation
By: By:
(sign here) KEITH BLACKBURN, Mayor
Rich Fitterer
Vice President & Area Manager
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
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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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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NAME/FIRM TITLE HOURLY RATE
1. Alex Janecek, PE, CCM, QSD RE, Sr. Scheduler, Sr. Claims $252.00
2. Gordon Costa, PE Lead Scheduler, Claims $277.20
3. Ahmad Rafiq, PE RE, Inspector $244.65
4. Pedro Aguilar ARE, Inspector $235.20
5. Rafael Perez OE, Inspector $235.20
6. Agusting Salinas, PE OE, Inspector $173.25
7. Wendy Casdorph Project Controls, Admin $139.65
8. Ylonda Miles Admin / Document Control $126.00
9. Ryan Priestman, PMP Scheduler, Claims Support $190.05
10. Mellissa Leyendecker OE,Admin $140.70
11. Erick Strickland Constructability Reviewer $222.60
Note: The rates for CPM partners include a 5% subconsultant markup
SUB-CONSULTANTS
Firm Name: CPM Partners
PSA25-3810CMI; 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 (“Agreement”) is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the City of Carlsbad,
California, a municipal corporation ("City"), and Valley CM, Inc., a California corporation d.b.a. Valley
Construction Management ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in construction
management and inspection for horizontal projects.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed horizontal construction management and inspection.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description maybe granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
Attachment Q
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(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5.COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundredthousand dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section3, 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 toin writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a ProjectTask Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description willalso include a description of the method of payment and will be based upon an hourly rate, percentageof project complete, completion of specific project tasks or a combination of these.
6.PUBLIC WORKS6.1 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 generalprevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be thoseas 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 thespecified prevailing rates of wages to all such workers employed by Contractor in the execution of theAgreement. 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 withSection 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7.CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
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Engineer approves otherwise, Contractor shall process all project documents through Procore because
this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used
by Contractor to provide services under this Agreement will not be considered employees of City for any
purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
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applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
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aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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.
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15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name 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
CITY OF CARLSBAD 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 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.
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20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
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25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
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for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California VALLEY CM, INC., a California corporation
d.b.a. Valley Construction Management
By: By:
(sign here) KEITH BLACKBURN, Mayor
Galina Mochel, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(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, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed horizontal construction management and inspection services in
accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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Master Agreement Consulting Services
Request for Qualifications (RFQ)
RFQ25-3671CMI/Discipline No. 1
As-Needed Horizontal CM&I
Rate Schedule
The following rates are based on prevailing wage rates. The hourly
rates for all classifications include all typical direct costs (mileage,
equipment including cell phone, laptop, insurance, vehicle charges,
etc.).
Name Title Hourly
Rate
Paul Mochel, PE, CCM Project Executive $190
Lisa Laszlo, CCM Construction
Manager/Inspector $180
George Foote Construction
Manager/Inspector $180
Chris Marquardt, CCM, ICC Construction
Manager/Inspector $180
Matt Luttrell Senior Inspector $165
James Gaddis Senior Inspector $165
PSA25-3813CMI - Exhibit "A" (Cont.)
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MASTER AGREEMENT FOR LANDSCAPE ARCHITECTURAL SERVICES
MOORE IACOFANO GOLT MAN INCORPORATED
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and Moore Iacofano Goltsman, Incorporated, a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced landscape
architectural 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 landscape architectural services.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed seven hundred
and fifty thousand dollars ($750,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Daniel Iacofano
President & CEO
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CITY OF CARLSBAD, a municipal
corporation of the State of California
CONTRACTOR
MOORE IACOFANO GOLTSMAN,
INCORPORATED, a California corporation
By: By:
(sign here) Keith Blackburn, Mayor
Daniel Iacofano,
President and Chief Financial Officer
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or
Vice-President
Secretary, Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of landscape architectural tasks as outlined in individual Project Task Descriptions &
Fee Allotments (PTD&FA), related to the following:
A. Landscape architectural design and specifications.
B. Public Outreach.
C. Universal and inclusive design and specifications.
D. All phases of project development: Master Plans, Schematic Design, Design Development,
Construction Documents, Plan Check, Bid Phase support, and Construction Administration.
E. Budget estimates and project schedules.
F. Entitlements and permitting.
G. Bid Package Development.
H. Final inspection and project completion acceptance.
I. Staff extension for graphic production, modeling, drafting services or other related tasks.
Requests for work not listed above must be contracted under separate agreement.
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City of Carlsbad | RFQ25-3437CA Landscape Architecture Services
Richard D. Barrett
Richard D. Barrett Principal-in-Charge $265
Eric Ellinwood Project Manager $170
Fernanda Suarez Senior Project Associate $120
Oscar Johnson Landscape Architect $195
Holly De La Torre Landscape Designer $135
Nathaniel Riedy Senior Civil Engineer $220
Maika Nicholson Senior Civil Engineer $230
Dino Viale $165
Richard D. Barrett
Mary Elizabeth Westrum/Dokken Engineering Civil Engineer $295
Daniel ZumMallen/Sweeney + Associates Water Engineer $220
Kenneth Perez/Visual Concepts Lighting, Inc.$205
Richard D. Barrett
Commercial Travel At Cost 10%
Automobile Travel Current IRS Rate
Lodging/Meals At cost 10%
Photocopy (A and B Sizes)$0.10 / image
Color Copies $0.50 / image
Commercial Report Reproduction At cost 10%
Subcontractors At cost 10%
Other (Lab, Materials, Equipment Rental, Etc.)At cost 10%
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MASTER AGREEMENT FOR LANDSCAPE ARCHITECTURAL SERVICES
SCHMIDT DESIGN GROUP, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and Schmidt Design Group, Inc., a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in
landscape architectural 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 landscape architectural services.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed seven hundred
and fifty thousand dollars ($750,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
SCHMIDT DESIGN GROUP, INC., a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Jeffrey T. Barr,
President and Chief Financial Officer
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or
Vice-President
Secretary, Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of landscape architectural tasks as outlined in individual Project Task Descriptions &
Fee Allotments (PTD&FA), related to the following:
A. Landscape architectural design and specifications.
B. Public Outreach.
C. Universal and inclusive design and specifications.
D. All phases of project development: Master Plans, Schematic Design, Design Development,
Construction Documents, Plan Check, Bid Phase support, and Construction Administration.
E. Budget estimates and project schedules.
F. Entitlements and permitting.
G. Bid Package Development.
H. Final inspection and project completion acceptance.
I. Staff extension for graphic production, modeling, drafting services or other related tasks.
Requests for work not listed above must be contracted under separate agreement.
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Attachment T
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MASTER AGREEMENT FOR LANDSCAPE ARCHITECTURAL SERVICES
SMITHGROUP, INC. WHICH WILL DO BUSINESS IN CALIFORNIA AS
SMITHGROUP ARCHITECTS AND ENGINEERS
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and SmithGroup, Inc. which will do business in California as SmithGroup Architects and Engineers, a
Michigan corporation, ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in landscape
architectural 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 landscape architectural services.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
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be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed seven hundred
and fifty thousand dollars ($750,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
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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 the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
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the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
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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
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
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and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
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Senior Principal
Los Angeles, CA 90071
Todd Kohli
350 S Grand Ave Suite 1800
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Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
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City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
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due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
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
SMITHGROUP, INC. WHICH WILL DO BUSINESS
IN CALIFORNIA AS SMITHGROUP ARCHITECTS
AND ENGINEERS, a Michigan corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of landscape architectural tasks as outlined in individual Project Task Descriptions &
Fee Allotments (PTD&FA), related to the following:
A. Landscape architectural design and specifications.
B. Public Outreach.
C. Universal and inclusive design and specifications.
D. All phases of project development: Master Plans, Schematic Design, Design Development,
Construction Documents, Plan Check, Bid Phase support, and Construction Administration.
E. Budget estimates and project schedules.
F. Entitlements and permitting.
G. Bid Package Development.
H. Final inspection and project completion acceptance.
I. Staff extension for graphic production, modeling, drafting services or other related tasks.
Requests for work not listed above must be contracted under separate agreement.
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Landscape Architect I $140/hr
Landscape Architect II $165/hr
Landscape Architect III $200/hr
Landscape Architect IV $260/hr
Landscape Architect V $320/hr
Mileage Per IRS rate No Mark up
Other Expenses Direct cost No Mark up
Wage Rates by Classification 2025 - 2027
Description Cost % Mark up
Prices valid for the three (3) year term of the Master Services Agreement
FEE SCHEDULE
STAFF
EXPENSES
Principal-In-Charge $300.00
Senior Civil Engineer $245.00
Project Manager $225.00
Project Engineer/Project Surveyor $190.00
Design Engineer/Survey Analyst $175.00
Chief Cad Operator $200.00
Drafter/Cad Operator $175.00
Administrative Support $120.00
One-Person Survey Crew $210.00
Two-Person Survey Crew $350.00
Three-Person Survey Crew $415.00
Design $180/hr
Construction Administration $180/hr
Site Observations $180/hr
KPFF Consulting Engineers
Field Survey – Prevailing Wage Rates
Brinkerhoff and Associates
SUBCONSULTANTS
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MASTER AGREEMENT FOR LANDSCAPE ARCHITECTURAL SERVICES
SWA GROUP
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and SWA Group, a California corporation, ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in landscape
architectural 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 landscape architectural services.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed seven hundred and fifty thousand dollars ($750,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
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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 (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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Yhung@swagroup.com
811 W. 7th Street, 8th Floor
(213) 236-9090
Managing Principal
Ying-yu Hung
Los Angeles, CA 90017
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23.TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
SWA GROUP, a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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Ying-yu Hung, Managing Principal
Gerdo P. Aquino, President
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of landscape architectural tasks as outlined in individual Project Task Descriptions &
Fee Allotments (PTD&FA), related to the following:
A. Landscape architectural design and specifications.
B. Public Outreach.
C. Universal and inclusive design and specifications.
D. All phases of project development: Master Plans, Schematic Design, Design Development,
Construction Documents, Plan Check, Bid Phase support, and Construction Administration.
E. Budget estimates and project schedules.
F. Entitlements and permitting.
G. Bid Package Development.
H. Final inspection and project completion acceptance.
I. Staff extension for graphic production, modeling, drafting services or other related tasks.
Requests for work not listed above must be contracted under separate agreement.
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ATTACHMENT B - MASTER SERVICES AGREEMENT RATE SCHEDULE
Category 6: Landscape Architecture Services
SWA Services may be provided on a time basis computed by the number of hours spent in
connection with the project. Current staff billing rates are shown in the table below.
Staff Hourly Billing Rates per Hour
Gerdo Aquino Principal $352
Ying-yu Hung Principal $341
Jeremy Klemic Principal, Project Manager $220
Jana Wehby Associate Principal, Project Manager $198
Tracie Chazares Landscape Designer $115
Yining Wang Landscape Designer $102
Associates $120-175
Designers $90-120
Reimbursable Costs
The following costs shall be reimbursed at cost plus ten percent (10%) and are not included in
the Fee for Professional Services:
1.Cost of copies of drawings, specifications, reports and cost estimates; xerography and
photographic reproduction of drawings and other documents furnished or prepared in
connection with the work of this contract.
2.Cost of commercial carrier and public transportation, lodging, car rental and parking,
subsistence and out-of-pocket expenses. Private automobile travel at the IRS-allowable
rate at the time of traveling. International flights shall be business class.
3.Cost of postage and shipping expenses other than first class mail.
4.Special renderings, special process printing, special equipment, special printed reports or
publications, maps and documents, requested by the Client and approved in writing.
811 W. 7th Street, 8 Fl
Los Angeles, California
90017
t: +1.213.236.9090
f: +1.213.236.9091
www.swagroup.com
Los Angeles
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES
ATLAS TECHNICAL CONSULTANTS LLC
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day
of ___________________, 2025, but effective August 18, 2025, by and between the City of Carlsbad,
California, a municipal corporation ("City"), and Atlas Technical Consultants LLC, a Delaware limited
liability company ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in materials
testing.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed materials testing.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) daysafter receipt of notification to proceed by City and be completed within the time specified in the TaskDescription for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
Attachment V
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred
thousand dollars ($600,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates
specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776. 6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number. 7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
Engineer approves otherwise, Contractor shall process all project documents through Procore because
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this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control
of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
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applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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14.BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15.ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16.OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17.COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18.NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Jennifer Chapman Name Dan Ferguson
Title Senior Contract Administrator Title Field Services Manager
Dept Public Works/CM&I Address 9085 Aero Drive Ste B
CITY OF CARLSBAD San Diego, CA 92123
Address 1635 Faraday Ave. Phone 858-531-9777
Carlsbad, CA 92008 Email 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 LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulations whichin any manner affect those employed by Contractor, or in any way affect the performance of the Servicesby Contractor. Contractor will at all times observe and comply with these laws, ordinances, andregulations and will be responsible for the compliance of Contractor's services with all applicable laws,ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
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responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf of Contractoreach represent and warrant that they have the legal power, right and actual authority to bind Contractorto the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California Atlas Technical Consultants LLC, a Delaware
limited liability company
By: By:
(sign here) KEITH BLACKBURN, Mayor
Yashar Hooshvar, Hub Leader
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed materials testing services in accordance with the City’s Request for
Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City will normally schedule work on a prior day basis. The firm’s technical shall be onsite within fifteen
(15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and
tasks. Costs incurred by the City due to time delays created by the materials testing firm shall be at the
expense of said firm. The City will make every effort to coordinate work to allow use of a single technician,
but is under no obligation to do so. The City may schedule or reschedule work on a same day basis if a
technician is available. The City will not be held liable for any test cancellation that occurred at least two
(2) hours prior to the scheduled time. The City will only pay for time spent on site; no charges for mileage
or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes
coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that
includes vehicle usage, the test, the tools needed to perform the test, the report, pickup and drop off.
Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City.
Compaction test reports will be made available in the field at the time of testing where sampling for
maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same
day for asphalt concrete. When proctors for maximum densities are not available on the day of testing,
compaction test results shall be available no later than the next day. Contractor will prepare and submit
a formal report as soon as that segment of work is completed or when otherwise requested by the City.
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$190$250
$250$215$215
$190$190
$142$142$142
$142$142
$146
$146$146
Professional (Engineering, Geology)
Director/Principal Professional $250Senior Professional $215
Project Professional $190Staff Professional $160Drafter Level II $120
Drafter Level I $110
Project ManagementSenior Project Manager $210Project Manager $190Project Controller $95
Field Services (Geotechnical, Special Inspection)Field Supervisor $190
Off Site Inspector $146Laboratory Technician $100Group 1 (Field Soils, Material Tester)$142
Group 2 (Special Inspection)$146Group 3 (NDT Testing)$149
Group 4 (Coring)$140
NACE Inspector $175Travel, Equipment, and Miscellaneous
Sample Pick Up $100/hourVehicle/Truck $100/day
Nuclear Gauge $50/day
Torque Wrench $50/dayPull Testing $75/day
Air Meter $50/dayNDT 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 Rate1.5 x Regular Hourly Rate
2 x Regular Hourly RateNormal Rate Plus 50%Quote
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Peter SteinGilletteIsmael Gonzalez
Chris Castaneda
Nate BachourSam Carbajal
Austin HillDaniel Broyles
Chad BartleyAnthony StrewartRaul Tena
Senior Professional
Erick Aldrich
Morteza MirshekariDale BodmanBryan Rall
Special Inspector
TITLE HOURLY RATE
Field Technician
Field TechnicianField Technician
Special Inspector
Special Inspector
Senior Geologist
Director of Lab ServicesField Services Manager
Field TechnicianField Technician
Project ManagerPrincipal Engineer
Senior Professional
FEE SCHEDULE
CITY OF CARLSBAD - PUBLIC WORKS
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Soil and AggregateCalifornia Bearing Ratio (ASTM D854) $515California Impact (Cal 216)$255
Clay Lumps in Aggregate (ASTM C142)$185
Cleanness Value (Cal 227)$245Compressive Strength of Rock Core (ASTM D7012) $320
Consolidation (ASTM D2435)$245Corrosivity Testing (Soluble Chlorides and Sulfates, pH and Resistivity)$230Crushed Particles (Cal 205, ASTM D5821)$185
Direct Shear (ASTM D3080)$320Durability Factor (Cal 229, ASTM D3744)$120
Durability Index (Cal 229, ASTM D3744)$275Expansion Index (ASTM D4829)$220Fine Aggregate Angularity (AASHTO T304)$245
Fineness Modulus (ASTM C136)$35Flat & Elongated Pieces (ASTM D4791)$215
Light Weight Pieces (ASTM C123)$125Liquid Limit (Cal 204, ASTM D4318)$95Los Angeles Abrasion (Cal 211, ASTM C131)$275
Maximum Density Check Point (ASTM D698/D1557)$110Maximum Density/Optimum Moisture – 4 inch (ASTM D698, D1557)$245
Maximum Density/Optimum Moisture – 6 inch (ASTM D698, D1557)$270Minimum Density (ASTM D1556)$95Moisture Content (Cal 226, ASTM C566, ASTM D2216)$45
Natural Density Chunk Sample (ASTM D2937)$55Natural 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)$115Organic Matter (ASTM D2974)$95
Percent Finer than #200 (ASTM C117, ASTM D1140)$90Permeability 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)$155Plasticity Index (Cal 204, ASTM 4318)$160
Potential Reactivity (ASTM C289)$270
Residual Shear (ASTM D6467)$545Rock Correction (ASTM D4718)$35
R-Value (Cal 301, ASTM D2844)$340Sand Castle Test (USACE)$240Sand Equivalent (Cal 217, ASTM D2419)$110
Sieve Analysis (ASTM C136, ASTM D6913, Cal 202)$135Sieve Analysis with Hydrometer (Cal 203, ASTM D422)$245
Soil Cement Compression Strength (Cal 312, ASTM D1633)$65Soil Cement Cylinder Fabrication (Cal 312, ASTM D1632)$125Soil Cement Mixtures, Wetting and Drying (ASTM D559)$1,400
Soluble Chlorides (Cal 422)$80Soluble Sulfate (Cal 417)$80
Soundness 5 Cycles (Cal 214, ASTM C88)$260Specific Gravity Coarse Aggregate (Cal 206, ASTM C127)$145
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CITY OF CARLSBAD - PUBLIC WORKS
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FEE SCHEDULE
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Soil and Aggregate ContinuedSpecific Gravity Fine Aggregate (Cal 207, ASTM C128)$145Thermal 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)$105Emulsion 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)$370Hveem & Stabilometer Value (Cal 366)$490
Ignition Oven Correction Factor (AASHTO T308)$310Ignition Oven Degradation Factor (AASHTO T308)$310Marshall Density Stability & Flow (ASTM D6927)$490
Marshall Density (ASTM D6926)$370Moisture Content of Asphalt Mixtures Using Microwave (Cal 370)$65
Moisture Vapor Susceptibility (Cal 307)Optimum Bitumen Content (AASHTO R35/Cal 367) $3,750Percent Bitumen Asphaltic Concrete (Cal 382, ASTM D6307)$220
Residue by Evaporation (Cal 331)$220Rice Maximum Theoretical Specific Gravity AC (Cal 309, ASTM D2041)$165
Sieve Analysis Extracted Aggregate (Cal 382, ASTM D5444)$115Stability and Flow (ASTM D1559)$430Stabilometer Value (Cal 366)$430
Tensile Strength Ratio Plant Produced HMA (AASHTO T283)$1,105Wet Track Abrasion (ASTM D3910)$230
Concrete2X2 Cube Compression $35Chloride Ion Testing (ASTM C1218)$270
Concrete Core Compression (ASTM C42)$75Concrete Cylinder Compression (Cal 521, ASTM C39)$35
Flex Beam Modulus of Rupture (Cal 523, ASTM C78)$95
Modulus of Elasticity (Cal 522, ASTM C469)$320Shotcrete Mockup Panel (ASTM C1140) $1,275
Shotcrete Panel, 3 Cores Compression (CBC)$360Shrinkage Hardened Concrete (ASTM C157 Modified)$455
Split Tensile Concrete Cylinder (ASTM C496)$95
Time of Set (ASTM C403)$245Trial Batch Fabrication (ASTM C192)$375
Unit Weight Hardened Concrete (ASTM C642)$70Unit Weight Lightweight Concrete (ASTM C567)$90
MasonryAbsorption Block (ASTM C140) $145Compression Adobe $195
Compression Block Standard (ASTM C140)$185Compression Brick (ASTM C67)$145Efflorescence Block $215
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CITY OF CARLSBAD - PUBLIC WORKS
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FEE SCHEDULE
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Masonry ContinuedEfflorescence Brick (ASTM C67)$215Grout Prism Compression (ASTM C1019)$35
Masonry Core Compression (ASTM C42)$65Masonry Core Shear (CBC 2105A.4)$120
Masonry Prism Compression (ASTM E447)$185
Modulus of Elasticity (Masonry Prism) $310Mortar Bond Strength Pull Test (ASTM C482)$80
Mortar Cylinder Compression $35Mortar Shear Strength (ANSI 118)$125
Relative Mortar Strength (Cal 515) $1,045
Shrinkage Masonry Block (ASTM C426)$310Trial Grout Prisms (ASTM C942)$50
Water Retention and Air Content (ASTM C270)$675
MetalBolt Assembly Hardness Test $95
Bolt Assembly Tensile & Proof Load Test $155Chemical Analysis $235
Modulus of Elasticity (Steel)$320Post-Tension Tendon Tensile Testing $230Tensile Strength & Bend Test Structural Steel (ASTM A370)$235
Tensile Strength & Bend Test Reinforcing Steel (ASTM A615/A706)$155Tensile 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)$705Material Preparation $105SFRM Adhesion/Cohesion Kit $55
Relative Humidity Test (ASTM F2170) $100/kitConcrete Vapor Emission Kits (ASTM F1869) $90/kit
Miscellaneous Charges Default Expense VariousVarious
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CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3
FEE SCHEDULE
4
PSA25-3814CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES
NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS
THIS AGREEMENT is made and entered into as of the ______________ day
of ___________________, 2025, by and between the City of Carlsbad,
California, a municipal corporation ("City"), and Ninyo & Moore Geotechnical & Environmental Sciences
Consultants, a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in materials
testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed materials testing.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
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as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred
thousand dollars ($600,000) per Agreement year. If the City extends the Agreement pursuant to Section
3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties.
Fees will be paid on a project-by-
.Payment terms are Net 30 unless otherwise provided or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
6.PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
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Engineer approves otherwise, Contractor shall process all project documents through Procore because
this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under the control
of City only as to the result to be accomplished, but will consult with City as necessary. The persons used
by Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
the indemnification amount from any balance owing to Contractor.
9.CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation c
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
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applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
- program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Jennifer Chapman Name Jeffrey T. Kent
Title Senior Contract Administrator Title Principal Engineer
Dept Public Works/CM&I Address 5710 Ruffin Road
CITY OF CARLSBAD San Diego, CA 92123
Address 1635 Faraday Ave. Phone 858-576-1000
Carlsbad, CA 92008 Email 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 whichin any manner affect those employed by Contractor, or in any way affect the performance of the Servicesby Contractor. Contractor will at all times observe and comply with these laws, ordinances, andregulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services, the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes willbe forwarded to the City Manager. The City Manager will consider the facts and solutions recommendedby each party and may then opt to direct a solution to the problem. In such cases, the action of the CityManager will be binding upon the parties involved, although nothing in this procedure will prohibit theparties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminatethis Agreement for nonperformance by notifying Contractor by certified mail of the termination. If Citydecides to abandon or indefinitely postpone the work or services contemplated by this Agreement, Citymay terminate this Agreement upon written notice to Contractor. Upon notification of termination,Contractor has five (5) business days to deliver any documents owned by City and all work in progress toCity at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractoracknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this
Agreement and provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
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responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractorto the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California NINYO & MOORE GEOTECHNICAL &
ENVIRONMENTAL SCIENCES CONSULTANTS, a
California corporation
By: By:
(sign here) KEITH BLACKBURN, Mayor
Avram Ninyo, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Elaine Autus, Secretary Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed materials testing services in accordance with the C
Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City
(15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and
tasks. Costs incurred by the City due to time delays created by the materials testing firm shall be at the
expense of said firm. The City will make every effort to coordinate work to allow use of a single technician,
but is under no obligation to do so. The City may schedule or reschedule work on a same day basis if a
technician is available. The City will not be held liable for any test cancellation that occurred at least two
(2) hours prior to the scheduled time. The City will only pay for time spent on site; no charges for mileage
or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes
coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that
includes vehicle usage, the test, the tools needed to perform the test, the report, pickup and drop off.
Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City.
Compaction test reports will be made available in the field at the time of testing where sampling for
maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same
day for asphalt concrete. When proctors for maximum densities are not available on the day of testing,
compaction test results shall be available no later than the next day. Contractor will prepare and submit
a formal report as soon as that segment of work is completed or when otherwise requested by the City.
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PROFESSIONAL STAFF
$1951
$1902
$1853
$1754
$1505
$1456
$1257
$1038
FIELD STAFF
$1859
$12510
$14511
$14012
$14013
Senior Technician $14014
Technician $13515
ADMINISTRATIVE STAFF
$8516
$8017
$7518
PSA25-3816CMI; Exhibit "A" (cont.)
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OTHER CHARGES
$230/hr
$230/hr
$200/hr
$110/hr
$85/hr
$25/hr
Vapor Emission Kit $70/kit
$12/hr
$75/hr
$30/hr
$15/hr
$15/hr
$450/hr
PSA25-3816CMI; Exhibit "A" (cont.)
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Schedule of Fees for Laboratory Testing
SOILS CONCRETE
Atterberg Limits, D 4318, CT 204 .............................................................. $ 170 Compression Tests, 6x12 Cylinder, C 39 ................................................... $ 35
California Bearing Ratio (CBR), D 1883 .................................................... $ 550 Concrete Mix Design Review, Job Spec ..................................................... $ 300
Chloride and Sulfate Content, CT 417 & CT 422 ..................................... $ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI ............................... $ 850
Consolidation, D 2435, CT 219 .................................................................. $ 300 Concrete Cores, Compression (excludes sampling), C 42 ....................... $ 120
Consolidation, Hydro-Collapse only, D 2435 ............................................ $ 150 Drying Shrinkage, C 157 .............................................................................. $ 400
Consolidation – Time Rate, D 2435, CT 219 ............................................ $ 200 Flexural Test, C 78 ....................................................................................... $ 85
Direct Shear – Remolded, D 3080 ............................................................ $ 350 Flexural Test, C 293 ..................................................................................... $ 85
Direct Shear – Undisturbed, D 3080 ......................................................... $ 300 Flexural Test, CT 523 ................................................................................... $ 95
Durability Index, CT 229 ............................................................................. $ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI ................ $ 275 Expansion Index, D 4829, IBC 18-3 .......................................................... $ 190 Lightweight Concrete Fill, Compression, C 495 ......................................... $ 80
Expansion Potential (Method A), D 4546 .................................................. $ 170 Petrographic Analysis, C 856 ...................................................................... $ 2,000
Geofabric Tensile and Elongation Test, D 4632 ....................................... $ 200 Restrained Expansion of Shrinkage Compensation .................................. $ 450
Hydraulic Conductivity, D 5084 .................................................................. $ 350 Splitting Tensile Strength, C 496 ................................................................. $ 100
Hydrometer Analysis, D 6913, CT 203...................................................... $ 220 3x6 Grout, (CLSM), C 39 ............................................................................. $ 55
Moisture, Ash, & Organic Matter of Peat/Organic Soils ........................... $ 120 2x2x2 Non-Shrink Grout, C 109 ................................................................. $ 55
Moisture Only, D 2216, CT 226 ................................................................. $ 35
Moisture and Density, D 2937 ................................................................... $ 45 ASPHALT
Permeability, CH, D 2434, CT 220 ............................................................ $ 300 Air Voids, T 269 ............................................................................................ $ 85
pH and Resistivity, CT 643......................................................................... $ 175 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) ............................. $ 4,500 Proctor Density D1557, D 698, CT 216, AASHTO T-180 ........................ $ 220 Asphalt Mix Design Review, Job Spec ....................................................... $ 180
Proctor Density with Rock Correction D 1557 .......................................... $ 340 Dust Proportioning, CT LP-4 ........................................................................ $ 85
R-value, D 2844, CT 301 ........................................................................... $ 375 Extraction, % Asphalt, including Gradation, D 2172, CT 382 .................... $ 250
Sand Equivalent, D 2419, CT 217 ............................................................. $ 125 Extraction, % Asphalt without Gradation, D 2172, CT 382 ........................ $ 150
Sieve Analysis, D 6913, CT 202 ................................................................ $ 145 Film Stripping, CT 302.................................................................................. $ 120
Sieve Analysis, 200 Wash, D 1140, CT 202 ............................................. $ 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366 ......................... $ 225
Specific Gravity, D 854 ............................................................................... $ 125 Marshall Stability, Flow and Unit Weight, T 245 ......................................... $ 240
Thermal Resistivity (ASTM 5334, IEEE 442) ............................................ $ 925 Maximum Theoretical Unit Weight, D 2041, CT 309 .................................. $ 150
Triaxial Shear, C.D, D 4767, T 297 ........................................................... $ 550 Moisture Content, CT 370 ............................................................................ $ 95
Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt ................ $ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 ............. $ 1,000
Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt ........................$ 350 Slurry Wet Track Abrasion, D 3910 ............................................................. $ 150
Triaxial Shear, U.U., D 2850 ...................................................................... $ 250 Superpave, Asphalt Mix Verification (incl. Aggregate Quality) .................. $ 4,900
Unconfined Compression, D 2166, T 208 ................................................. $ 180 Superpave, Gyratory Unit Wt., T 312 .......................................................... $ 100
Superpave, Hamburg Wheel, 20,000 passes, T 324 ................................. $ 1,000
MASONRY Unit Weight sample or core, D 2726, CT 308 ............................................. $ 100
Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 ............ $ 70 Voids in Mineral Aggregate, (VMA) CT LP-2 .............................................. $ 90
Brick Compression Test, C 67 ................................................................... $ 55 Voids filled with Asphalt, (VFA) CT LP-3 .................................................... $ 90
Brick Efflorescence, C 67 ........................................................................... $ 55 Wax Density, D 1188................................................................................... $ 140
Brick Modulus of Rupture, C 67 ................................................................. $ 50
Brick Moisture as received, C 67 ............................................................... $ 45 AGGREGATES
Brick Saturation Coefficient, C 67 .............................................................. $ 60 Clay Lumps and Friable Particles, C 142.................................................... $ 180
Concrete Block Compression Test, 8x8x16, C 140 ................................. $ 70 Cleanness Value, CT 227 ............................................................................ $ 180
Concrete Block Conformance Package, C 90 .......................................... $ 500 Crushed Particles, CT 205 ........................................................................... $ 175
Concrete Block Linear Shrinkage, C 426 .................................................. $ 200 Durability, Coarse or Fine, CT 229 .............................................................. $ 205
Concrete Block Unit Weight and Absorption, C 140 ................................ $ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 ....................... $ 180
Cores, Compression or Shear Bond, CA Code ........................................ $ 70 Flat and Elongated Particle, D 4791............................................................ $ 220
Masonry Grout, 3x3x6 prism compression, C 39 ..................................... $ 45 Lightweight Particles, C 123 ........................................................................ $ 180
Masonry Mortar, 2x2 cube compression, C 109 ....................................... $ 35 Los Angeles Abrasion, C 131 or C 535 ....................................................... $ 200
Masonry Prism, half size, compression, C 1019 ...................................... $ 120 Material Finer than No. 200 Sieve by Washing, C 117 .............................. $ 90
Masonry Prism, Full size, compression, C 1019 ...................................... $ 200 Organic Impurities, C 40 .............................................................................. $ 90
Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 ............... $ 1,250 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 .................... $ 950
Chemical Analysis, A 36, A 615................................................................. $ 135 Potential Reactivity of Aggregate (Chemical Method), C 289 ................... $ 475
Fireproofing Density Test, UBC 7-6........................................................... $ 90 Sand Equivalent, T 176, CT 217 ................................................................. $ 125
Hardness Test, Rockwell, A 370 ............................................................... $ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136 ........................................ $ 120
High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136................. $ 145
per assembly, A 325 ............................................................................. $ 150 Sodium Sulfate Soundness, C 88 ............................................................... $ 450
Mechanically Spliced Reinforcing Tensile Test, ACI ................................ $ 175 Specific Gravity and Absorption, Coarse, C 127, CT 206 ......................... $ 115
Pre-Stress Strand (7 wire), A 416 .............................................................. $ 170 Specific Gravity and Absorption, Fine, C 128, CT 207 .............................. $ 175
Reinforcing Tensile or Bend up to No. 11, A 615 & A 706...................... $ 75
Structural Steel Tensile Test: Up to 200,000 lbs., A 370 ......................... $ 90 ROOFING
Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI ....................... $ 80 Roofing Tile Absorption, (set of 5), C 67 ..................................................... $ 250
Roofing Tile Strength Test, (set of 5), C 67 ................................................ $ 250
Special preparation of standard test specimens will be charged at the technician’s hourly rate.
Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures.
4
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES
NV5, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the City of Carlsbad,
California, a municipal corporation ("City"), and NV5, Inc., a California corporation ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in materials
testing.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed materials testing.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) daysafter receipt of notification to proceed by City and be completed within the time specified in the TaskDescription for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
Attachment X
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred
thousand dollars ($600,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates
specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776. 6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number. 7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
Engineer approves otherwise, Contractor shall process all project documents through Procore because
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this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control
of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
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applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Jennifer Chapman Name Shafiq Popalzai
Title Senior Contract Administrator Title Vice President
Dept Public Works/CM&I Address 15092 Avenue of Science, Ste. 200
CITY OF CARLSBAD San Diego, CA 92128
Address 1635 Faraday Ave. Phone 858-385-0500
Carlsbad, CA 92008 Email 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 regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
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responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California NV5, INC., a California corporation
By: By:
(sign here) KEITH BLACKBURN, Mayor
Shafiq Popalzai, Vice President of
Conformity Assessment Solutions
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed materials testing services in accordance with the City’s Request for
Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City will normally schedule work on a prior day basis. The firm’s technical shall be onsite within fifteen
(15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and
tasks. Costs incurred by the City due to time delays created by the materials testing firm shall be at the
expense of said firm. The City will make every effort to coordinate work to allow use of a single technician,
but is under no obligation to do so. The City may schedule or reschedule work on a same day basis if a
technician is available. The City will not be held liable for any test cancellation that occurred at least two
(2) hours prior to the scheduled time. The City will only pay for time spent on site; no charges for mileage
or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes
coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that
includes vehicle usage, the test, the tools needed to perform the test, the report, pickup and drop off.
Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City.
Compaction test reports will be made available in the field at the time of testing where sampling for
maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same
day for asphalt concrete. When proctors for maximum densities are not available on the day of testing,
compaction test results shall be available no later than the next day. Contractor will prepare and submit
a formal report as soon as that segment of work is completed or when otherwise requested by the City.
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FEE SCHEDULE
PPROFESSIONAL SSTAFF
Personnel
Senior Principal Engineer / Geologist $245.00/hr.
Principal Engineer / Geologist $225.00/hr.
Associate Engineer / Geologist $205.00/hr.
Senior Engineer / Geologist $185.00/hr.
Project Engineer / Geologist $155.00/hr.
Senior Staff Engineer / Geologist $135.00/hr.
Staff Engineer / Geologist $120.00/hr.
Senior Project Manager $170.00/hr.
Project Manager $150.00/hr.
Field Supervisor $150.00/hr.
Administration Staff $75.00/hr.
FFIELD STAFF
Prevailing Wage
Soil / ACI Technician I $.00 /hr.
-Vehicle Charge /day
-Equipment Charge /hour
ICC Special Inspector I (Concrete, Masonry, Steel, Bolt, Fireproofing) $.00 /hr.
Certified Welding Inspector I $1ϳϱ.00 /hr.
NDT Technician $1ϳϬ.00 /hr.
Laboratory Technician $80.00 /hr.
Ground Penetrating Radar (Technician and Equipment) $198.00 /hr.
Coring Equipment Fee $70.00 /hr.
Torque/Pull Testing (Technician and Equipment) $130.00 /hr.
"Wildcat”, 35-lb hammer Dynamic Cone Penetrometer (DCP) with tech $400.00 /hr.
Lightweight 5-lb Gas Dynamic Cone Penetrometer (DCP) equip with
tech $180.00 /hr.
Seismic Refraction Survey Using Geode 24-Channel Seismodule $3,150.00
Fall of Potential Ground Testing (Ground Rod Test) - Initial Test $975.00
Fall of Potential Ground Testing (Ground Rod Test) - Subsequent Test $585.00
Pick-Up /hr.
LLABORATORY FFEE SSCHEDULE
AAsspphhaalltt CCoonnccrreettee
Asphalt Mix Design Review $375.00/ea.
Hveem Stability $215.00/ea.
Hveem Unit Weight Sample Requiring Compaction $200.00/ea.
Marshall Stability, Flow & Unit Weight 210.00/ea. (per test specimen)
Maximum Theoretical Unit Weight (Rice) $210.00/ea.
Extraction - Ignition Oven (including gradation) $245.00/ea.
Percent Swell $160.00/ea.
Unit Wt Compacted Sample (Specific Gravity) $95.00/ea.
AAggggrreeggaatteess
Absorption Test, Coarse Aggregate $54.00/ea.
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Inc.
Inc.
Inc.
PSA25-3815CMI; Exhibit "A" (cont.)
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FEE SCHEDULE
LLABORATORY FFEE SSCHEDULE ((CONTINUED)
Absorption Test, Fine Aggregate $54.00/ea.
Clay Lumps & Friable Particles $135.00/ea.
Cleanness Value $160.00/ea.
Crushed Particles, Percent $205.00/ea.
Durability Index, Coarse Aggregate $130.00/ea.
Durability Index, Fine Aggregate $130.00/ea.
Abrasion Resistance by LA Rattler $205.00/ea.
Organic Impurities in Sand $80.00/ea.
Sieve Analysis Coarse Aggregate $100.00/ea.
Sieve Analysis Coarse & Fine Aggregate (includes Wash) $140.00/ea.
Sodium Sulfate Soundness (5 cycle test per primary size) $390.00/ea.
Specific Gravity, Fine Aggregate $95.00/ea.
Specific Gravity, Coarse Aggregate $85.00/ea.
Unit Weight (per cubic foot) Voids in Aggregate $75.00/ea.
Rock Core (Compressive Strength) $95.00/ea.
SSttrruuccttuurraall//RReeiinnffoorrcciinngg SStteeeell
Headed Rebar Tensile Test - No. 8 Bar and Smaller < $115.00/ea.
Headed Rebar Tensile Test - No. 9 Bar to No. 11 $140.00/ea.
H. S. Bolt Conformance– Bolt, Nut & Washer (DSA) $480.00/ea.
Mechanically Spliced Reinforcing Steel - No. 8 Bar and Smaller < $200.00/ea.
Mechanically Spliced Reinforcing Steel - No. 9 Bar to No. 11 $215.00/ea.
Mechanically Spliced Reinforcing Steel - No. 14 $235.00/ea.
Mechanically Spliced Reinforcing Steel - Slippage $42.00/ea.
Mechanical Tests, Hardness Test, Rockwell $118.00/ea.
Prestressed Steel, Tensile Test, Strand (7-wire Coated) $235.00/ea.
Prestressed Steel, Tensile Test, Strand (7-wire Uncoated) $275.00/ea.
Reinforcing Steel, Tensile Test – No. 8 Bar and Smaller < $95.00/ea.
Reinforcing Steel, Tensile Test – No. 9 Bar to No. 11 $108.00/ea.
Reinforcing Steel, Tensile Test – No. 11 Bar and Greater > Quote
Reinforcing Steel, Bend Test $75.00/ea.
Spray-applied Fireproofing Density Tests $110.00/ea.
Structural Steel, Tensile – Up to 200,000 lbs. $160.00/ea.
Structural Steel, Bend Test $105.00/ea.
Welded Specimens, Tensile Test $135.00/ea.
Chemical Analysis Quote
Machining Costs If Required $80.00/hr.
MMasonry
Absorption Test, Brick $65.00/ea.
Compression Test, Composite Prism $185.00/ea.
Compression Test, Brick $55.00/ea.
Compression Test, Blocks $95.00/ea.
Compression Test, Cores (does not include Coring for samples) $80.00/ea.
Compression Test, Grout / Mortar $37.00/ea.
Masonry Block Conformance (Does not include shrinkage) $480.00/ea.
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FEE SCHEDULE
LLABORATORY FFEE SSCHEDULE ((CONTINUED)
Modulus of Rupture, Brick $55.00/ea.
Moisture as Received, Brick $55.00/ea.
Saturation Coefficient Brick $55.00/ea.
Unit Weight & Absorption, Block $80.00/ea.
Efflorescence, Block or Brick Only $80.00/ea.
Linear Shrinkage $270.00/ea.
Masonry Core Shear Test $130.00/ea.
SSooils
Soil Processing Fee (per sample) $22.00/ea.
Chloride Content of Soil $85.00/ea.
Consolidation (up to 9 loads) $295.00/ea.
Direct Shear (undisturbed ring specimens) $270.00/ea.
Direct Shear (remolded specimens) $315.00/ea.
Expansion Index $170.00/ea.
Proctor (per curve) - 4-inch mold $210.00/ea.
Proctor (per curve) - 6-inch mold $275.00/ea.
Rock Correction (if required) $75.00/ea.
Moisture Content / Dry Density $42.00/ea.
Organic Matter $80.00/ea.
Plasticity Index/Liquid Limit (Atterberg Limit) $160.00/ea.
R-value (minimum 3 points)$340.00/ea.
Resistivity & pH of Soil $180.00/ea.
Sand Equivalent $100.00/ea.
Sieve Analysis $135.00/ea.
Sieve Analysis, with Hydrometer $270.00/ea.
No. 200 Mesh Wash Particle Size Gradation $95.00/ea.
Sulfate Content of Soil $85.00/ea.
Thermal Resistivity of Soil (including 1 proctor curve) $1300.00/ea.
CConcrete
Compression Test, 4x8 Cylinder $32.00/ea.
Compression Test, 6x12 Cylinder $34.00/ea.
Compression Test Gunite / Shotcrete (3 Cores/Panel, Coring Included) $420.00/ea.
Compression Test, Core (incl sample prep) $80.00/ea.
Compression Test, Lightweight Concrete Fill $53.00/ea.
Compression Test, Non-shrink Grout Cubes $53.00/ea.
Concrete Flexural Test $95.00/ea.
Concrete Mix Design (revision or review) $375.00/ea.
Drying Shrinkage (3 specimens – 28 days) $375.00/ea.
Modulus of Elasticity, Static $270.00/ea.
Splitting Tensile Strength $105.00/ea.
Thermal Resistivity Testing of Concrete / FTB $485.00/ea.
Unit Weight, Lightweight Concrete Fill $80.00/ea.
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Page 1 City Attorney Approved Version 2/11/2025
MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES
VERDANTAS INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day
of ___________________, 2025, but effective August 18, 2025, by and between the City of Carlsbad,
California, a municipal corporation ("City"), and Verdantas Inc., a California corporation. ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in materials
testing.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed materials testing.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) daysafter receipt of notification to proceed by City and be completed within the time specified in the TaskDescription for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
Attachment Y
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred
thousand dollars ($600,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates
specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776. 6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
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Engineer approves otherwise, Contractor shall process all project documents through Procore because
this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used
by Contractor to provide services under this Agreement will not be considered employees of City for any
purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements. 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
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applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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14.BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15.ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16.OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17.COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18.NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Jennifer Chapman Name Kristen D. Williams
Title Senior Contract Administrator Title Area Leader/Vice President
Dept Public Works/CM&I Address 3934 Murphy Canyon Rd., Ste. B-205
CITY OF CARLSBAD San Diego, CA 92123
Address 1635 Faraday Ave. Phone 858-292-8030
Carlsbad, CA 92008 Email 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 LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulations whichin any manner affect those employed by Contractor, or in any way affect the performance of the Servicesby Contractor. Contractor will at all times observe and comply with these laws, ordinances, andregulations and will be responsible for the compliance of Contractor's services with all applicable laws,ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
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responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf of Contractoreach represent and warrant that they have the legal power, right and actual authority to bind Contractorto the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California VERDANTAS INC., a California corporation
By: By:
(sign here) KEITH BLACKBURN, Mayor
Kristen D. Williams, Vice President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Pat Sheridan, CFO Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed materials testing services in accordance with the City’s Request for
Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City will normally schedule work on a prior day basis. The firm’s technical shall be onsite within fifteen
(15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and
tasks. Costs incurred by the City due to time delays created by the materials testing firm shall be at the
expense of said firm. The City will make every effort to coordinate work to allow use of a single technician,
but is under no obligation to do so. The City may schedule or reschedule work on a same day basis if a
technician is available. The City will not be held liable for any test cancellation that occurred at least two
(2) hours prior to the scheduled time. The City will only pay for time spent on site; no charges for mileage
or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes
coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that
includes vehicle usage, the test, the tools needed to perform the test, the report, pickup and drop off.
Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City.
Compaction test reports will be made available in the field at the time of testing where sampling for
maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same
day for asphalt concrete. When proctors for maximum densities are not available on the day of testing,
compaction test results shall be available no later than the next day. Contractor will prepare and submit
a formal report as soon as that segment of work is completed or when otherwise requested by the City.
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PUBLIC WORKS – REQUEST FOR QUALIFICATIONS RFQ25-3671CMI
2025 Master Agreement Consultant Services
for Construction Management & Inspection Services
SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices
valid through initial Term of Agreement
STAFF
NAME TITLE HOURLY RATE
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
EXPENSES
DESCRIPTION COST % MARKUP
1.
2.
3.
4.
13.
14.
Robert Stroh, PG, CEG
Nicholas Tracy, PE, GE
Steve Norton, PE, PG
Project Manager
Quality Reviewer
Project Engineer
Roy Butz, PG, CEG Associate Geologist
Todd Schmitz, PG, CEG Senior Project Engineer
Roderick Marcia, PE Principal Materials Engineer
Matthew Vinet Lab Manager
Siegert (Lynn) Reid Field Supervisor
Aston James Field Materials Tester
Michael Colburn Field Materials Tester
Neil Carey Field Materials Tester
Louis Parrella Lab Technician
Edwin Panopio Field Materials Tester
Stacy Weimer Senior Special Inspector
$265.00
$235.00
$190.00
$235.00
$215.00
$150.00
$185.00
$115.00
$115.00
$115.00
$115.00
$115.00
$115.00
$265.00
please see the attached fee schedule and
fee sheet for testing services and equipment
PSA25-3817CMI; Exhibit "A" (cont.)
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PUBLIC WORKS – REQUEST FOR QUALIFICATIONS RFQ25-3671CMI
2025 Master Agreement Consultant Services
for Construction Management & Inspection Services
EXHIBIT B – SAMPLE MASTER AGREEMENT RATE SCHEDULE
Prices valid through initial Term of Agreement
SUB-CONSULTANTS
NAME/FIRM TITLE HOURLY RATE
1.
2.
3.
9.
10.
Please see the attached fee schedules
PSA25-3817CMI; Exhibit "A" (cont.)
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2025 AMENDED BILLING RATE SCHEDULE (Verdantas West)
Professional Services Hourly Rate Support Cont’d Hourly Rate
Senior Consultant I, Associate $235.00 Administrative//Technical $90.00
Senior Consultant II, Principal $265.00 Editor/ Project Coordinator I
Senior Consultant III, Sr. Principal $310.00 Administrative//Technical $105.00
Project Manager $190.00 Editor/Project Coordinator II
Senior Project Manager $215.00 Operations / Laboratory Manager $185.00
Field/Lab Supervisor $150.00
Staff Engineer/Scientist/Geologist $155.00
Senior Staff Engineer/Scientist/Geologist $165.00 CAD/GIS/Data Management Hourly Rate
Project Engineer/Scientist/Geologist $190.00 CAD Designer I $145.00
Senior Engineer/Scientist/Geologist $215.00 CAD Designer II $160.00
Project Designer $165.00
Support Hourly Rate Senior Project Designer $185.00
Field/Lab Technician I $90.00 CAD Technician I $125.00
Field/Lab Technician II/Special Inspector $100.00 CAD Technician II $140.00
Field/Lab Technician III/Special Inspector II $105.00 CAD Technician III $150.00
Senior Technician/Senior Special Inspector $115.00
Source Inspector $135.00 GIS Analyst I $150.00
System Operation & Maintenance Specialist $150.00 GIS Analyst II $160.00
Non-Destructive Testing (NDT) Specialist $170.00 Senior GIS Analyst $210.00
Prevailing Wage (Group 1) * $145.00 GIS Technician I $125.00
Prevailing Wage (Group 2) * $158.00 GIS Technician II $145.00
Prevailing Wage (Group 3) * $160.00
City of Los Angeles Deputy Building/ $160.00 Data Manager $165.00
Grading Inspector Senior Data Manager $185.00
PSA25-3817CMI; Exhibit "A" (cont.)
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GEOTECHNICAL LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Classification & Index Properties Soil Chemistry & Corrosivity cont’d
Photograph of sample 15 Sulfate content - by ion chromatograph (CTM 417 Part 2) 85
Moisture content (ASTM D2216) 25 Sulfate screen (Hach®) 35
Moisture & density (ASTM D2937) ring samples 37 Chloride content (AASHTO T291/CTM 422) 75
Moisture & density (ASTM D2937) Shelby tube or cutting 45 pH + minimum resistivity (CTM 643) 140
Atterberg limits 3 points (ASTM D4318) 160 Chloride content – by ion chromatograph (AASHTO 85
-Single point, non-plastic 90 T291/CTM 422)
-Atterberg limits (organic ASTM D2487 / D4318)195 Corrosion suite: minimum resistivity, sulfate, chloride, 285
-Visual classification as non-plastic (ASTM 15 pH (CTM 643)
D2488) Particle size:Organic matter content (ASTM D2974) 70
-Sieve only 1½ inch to #200 (AASHTO T27/ASTM 155 Consolidation & Expansion/Swell Tests
C136/ASTM D6913/CTM 202)Consolidation (ASTM D2435): 210
-Large sieve 6 inch to #200 (AASHTO T27/ASTM 195 Each additional time curve. 50
C136/ASTM D6913/CTM 202)Each additional load/unload w/o time reading 45
-Hydrometer only (ASTM D7928)120 Expansion Index (ASTM D4829) 140
-Sieve + hydrometer ≤3 inch sieve, (ASTM D7928)200 Relative compaction of untreated/treated soils/ 270
-Percent passing #200 sieve, wash only (ASTM D1140)75 aggregates (CTM 216)
Specific gravity and absorption of fine aggregate 140 Relative density 0.1 ft mold (ASTM D4253, D4254) 250
(AASHTO T84/ASTM C128/ASTM D854/CTM 207)California Bearing Ratio (ASTM D1883) - 3 point 535
Specific gravity and absorption of coarse aggregate 110 California Bearing Ratio (ASTM D1883) - 1 point 200
(AASHTO T85/ASTM C127/CTM 206)R-Value untreated soils/aggregates (AASHTO T190/335
Total porosity - on Shelby tube sample (calculated)180 ASTM D2844/CTM 301)
Total porosity - on other sample (calculated)165 R-Value lime or cement treated soils/aggregates 365
Shrinkage limits wax method (ASTM D4943)135 (AASHTO T190/ ASTM D2844/CTM 301)
Pinhole dispersion (ASTM D4647)225 Swell collapse Method A up to 10 load/unloads w/o 310
Total porosity - on other sample (calculated)165 time curves (ASTM D4546-A)
Dispersive characteristics (double hydrometer ASTM 215 Single load swell/collapse - Method B (ASTM 115
D4221)D4546-B, seat, load & inundate only)
As-received moisture & density (chunk/carved sample)65 Triaxial Tests
Sand Equivalent (AASHTO T176/ASTM D2419/CTM 217)115 Unconfined compression strength of cohesive soil 145
Sieve + hydrometer ≤3-inch sieve, (ASTM D7928)200 (with stress/strain plot, ASTM D2166)
Shear Strength Unconsolidated undrained triaxial compression test 185
Pocket penetrometer 20 on cohesive soils(UU, ASTM D2850, USACE Q test,
Direct shear (ASTM D3080, mod., 3 points):per confining stress)
-Consolidated undrained - 0.05 inch/min (CU)320 Consolidated undrained triaxial compression test 400
-Consolidated drained - <0.05 inch/min (CD)385 for cohesive soils, (CU, ASTM D4767, USACE R-bar test)
Residual shear EM 1110-2-1906-IXA (price per each 55 with back pressure saturation & pore water pressure
additional pass after shear)measurement (per confining stress)
Remolding or hand trimming of specimens (3 points)95 Consolidated drained triaxial compression test (CD,
Oriented or block hand trimming (per hour)70 USACE S), with volume change measurement. Price
Single point shear 115 per soil type below EM 1110-21906(X):
Torsional shear (ASTM D6467 / ASTM D7608)880 -Sand or silty sand soils (per confining stress)400
Compaction & Pavement Subgrade Tests -Silt or clayey sand soils (per confining stress)535
Standard Proctor compaction, 4 points (ASTM D698)-Clay soils (per confining stress)755
-4-inch diameter mold (Methods A & B)170 -Three-stage triaxial (sand or silty sand soils)700
-6-inch diameter mold (Method C)230 -Three-stage triaxial (silt or clayey sand soils)935
Modified Proctor compaction 4 points (ASTM D1557):-Three-stage triaxial (clay soils)1,320
-4-inch diameter mold Methods A & B 235 -Remolding of test specimens 70
-6-inch diameter mold Method C 265 Hydraulic Conductivity Tests
Check point (per point)70 Triaxial permeability in flexible-wall permeameter with 335
Relative compaction of untreated/treated 270 backpressure saturation at one effective stress (EPA
soils/aggregates (CTM 216)9100/ASTM D5084, falling head Method C):
Relative density 0.1 ft mold (ASTM D4253, D4254)250 Each additional effective stress 130
California Bearing Ratio (ASTM D1883) - 3 point 535 Hand trimming of soil samples for horizontal K 65
California Bearing Ratio (ASTM D1883) - 1 point 200 Remolding of test specimens 70
R-Value untreated soils/aggregates (AASHTO T190/335 Permeability of granular soils (ASTM D2434)145
ASTM D2844/CTM 301)Soil-Cement
R-Value lime or cement treated soils/aggregates 365 Moisture-density curve for soil-cement mixtures (ASTM 260
(AASHTO T190/ ASTM D2844/CTM 301)D558)
Soil Chemistry & Corrosivity Wet-dry durability of soil-cement mixtures (ASTM D559) 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
PSA25-3817CMI; Exhibit "A" (cont.)
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CONSTRUCTION MATERIALS LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Concrete Strength Characteristics Aggregate Properties cont’d
Concrete cylinders compression (ASTM C39) (6” x 12” 40 Flat & elongated particles in coarse aggregate (ASTM 230
and 4” x 8”) D4791/CTM 235)
Compression, concrete or masonry cores (testing only) 45 Cleanness value of coarse aggregate (CTM 227) 225
≤6 inch (ASTM C42) Soundness, magnesium (AASHTO T104/ASTM 240
Trimming concrete cores (per core) 25 C88/CTM 214)
Flexural strength of concrete (simple beam-3rd pt. loading, 90 Soundness, sodium (AASHTO T104/ASTM C88/ 695
ASTM C78/CTM 523) CTM 214)
Flexural strength of concrete (simple beam- center pt. 90 Masonry
loading, ASTM C293/CTM 523) Mortar cylinders 2” x 4” (ASTM C780) 35
Non shrink grout cubes (2 inch, ASTM C109/C1107) 30 Grout prisms 3” x 6” (ASTM C1019). 35
Drying shrinkage - four readings, up to 90 days, 3 bars 430 Masonry cores compression, ≤6” diameter - testing 45
(ASTM C157) only (ASTM C42)
Length of concrete cores (CTM 531) 45 Masonry core shear testing (Title 24) 85
Hot Mix Asphalt (HMA) Veneer bond strength, cost for each - 5 required 60
Resistance of compacted HMA to moisture-induced 2,250 (ASTM C482)
damage (AASHTO T283/CTM 371) CMU compression to size 8” x 8” x 16” - 3 required 60
Hamburg Wheel, 4 briquettes (modified) (AASHTO T324) 965 (ASTM C140)
Superpave gyratory compaction (AASHTO T312/ ASTM 375 CMU moisture content, absorption & unit weight - 6 55
D6925) required (ASTM C140)
Extraction by ignition oven, percent asphalt (AASHTO 160 CMU linear drying shrinkage (ASTM C426) 190
T308/ASTM D6307/CTM 382) CMU grouted prisms compression test ≤8” x 8” x 16” 215
Ignition oven correction/correlation values 1,445 (ASTM C1314)
(AASHTO T308/ASTM D6307/CTM 382) CMU grouted prisms compression test > 8” x 8” x 16” 270
Extraction by centrifuge, percent asphalt (ASTM D2172) 160 (ASTM C1314)
Gradation of extracted aggregate (AASHTO T30/ ASTM 145 Fasteners/Bolts/Rods
D5444/CTM 202) F1554 Bolts, tensile test, ≤ up to 1-1/4” diameter, 110
Stabilometer, S-Value (ASTM D1560/CTM 366) 285 plain (ASTM A370)
Bituminous mixture preparation (AASHTO R30/ CTM 304) 85 F1554 Bolts, tensile test, ≤ up to 1-1/4” diameter, 130
Moisture content of HMA (AASHTO T329/ASTM D6037 65 galvanized (ASTM A370)
/CTM 370) F3125 GR A307, A325 Bolts, tensile test, ≤ up to 1- 70
Bulk specific gravity of compacted HMA, molded 55 1/4” diameter, plain (ASTM A370)
specimen or cores, uncoated (AASHTO T166/ ASTM F3125 GR A307, A325 Bolts, tensile test, ≤ up to 1- 80
D2726/CTM 308) 1/4” diameter, galvanized (ASTM A370)
Bulk specific gravity of compacted HMA, molded 60 A490 Bolts, tensile test, ≤ up to 1-1/4” diameter, 70
specimen or cores, paraffin-coated (AASHTO T275/ plain (ASTM A370)
ASTM D1188/CTM 308) A490 Bolts, tensile test, ≤ up to 1-1/4” diameter, 80
Maximum density - Hveem (CTM 308) 215 galvanized (ASTM A370)
Theoretical maximum density and specific gravity of 140 A593 Bolts, tensile test, ≤ up to 1-1/4” diameter, 70
HMA (AASHTO T209/ASTM D2041/CTM 309) stainless steel (ASTM A370)
Thickness or height of compacted bituminous paving 45 Reinforcing Steel and Prestressing Strands
Mixture specimens (ASTM D3549) Rebar bend test, up to No. 11 (ASTM A370) 70
Wet track abrasion of slurry seal (ASTM D3910) 160 Rebar bend test, ≥ No. 14 & over (ASTM A370) 215
Rubberized asphalt (add to above rates) +25%Resistance butt-welded hoops/bars, tensile test, ≤ up 70
Brick to No. 10 (CTM 670)
Compression - cost for each, 5 required (ASTM C67) 55 Resistance butt-welded hoops/bars, tensile test, ≥ No. 90
Absorption - cost for each, 5 required (ASTM C67) 55 11 & over (CTM 670)
Aggregate Properties Mechanical rebar splice, tensile test, ≤ up to No. 11 70
Bulk density and voids in aggregates (AASHTO T19/ 55 (CTM 670)
ASTM C29/ CTM 212) Mechanical rebar splice, slip test, ≤ up to No. 11 45
Organic impurities in fine aggregate sand (AASHTO T21/ 65 (CTM 670)
ASTM C40/CTM 213) Mechanical rebar splice, tensile test, ≥ No. 14 & 215
LA Rattler-smaller coarse aggregate <1.5” (AASHTO 215 over (CTM 670)
/ASTM C131/ CTM 211) Mechanical rebar splice, slip test, ≥ No. 14 & over 215
LA Rattler-larger coarse aggregate 1-3” (AASHTO T96/ 270 (CTM 670)
ASTM C535/CTM 211) Headed rebar splice, tensile test, ≤ up to No. 11 70
Apparent specific gravity of fine aggregate (AASHTO T84/ 140 (CTM 670)
ASTM C128/CTM 208) Headed rebar splice, tensile test, ≥ No. 14 & over 215
Specific gravity and absorption of coarse aggregate (ASTM 110 (CTM 670)
C127/CTM 206) >#4 retained Epoxy coated rebar/dowel continuity (Holiday) 70
Clay lumps, friable particles (AASHTO T112/ASTM C142) 190 (ASTM A775/A934)
Durability Index (AASHTO T210/ASTM D3744/ CTM 229) 215 Epoxy coated rebar flexibility/bend test, up to No. 50
Moisture content of aggregates by oven drying (AASHTO 45 11 (ASTM A775/A934)
T255/ASTM C566/CTM 226) Prestressing wire, tension (ASTM A416) 190
Uncompacted void content of fine aggregate (AASHTO 140 Sample preparation (cutting) 55
T304/ ASTM C1252/ CTM 234) Epoxy coated rebar/dowel film thickness (coating) 50
Percent of crushed particles (AASHTO T335/ ASTM 145 test (ASTM A775/ A934)
D5821/CTM 205)
PSA25-3817CMI; Exhibit "A" (cont.)
Docusign Envelope ID: D6E720A2-52D9-4664-A1FC-1D85821A59C5
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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
will be returned to the site or the site owner’s designated representative at additional cost not included in listed unit rates. Standard turn-around time
for geotechnical-laboratory test results is 10 working days. Samples will be 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 bag
and $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-
designated strength, all “hold” cylinders or specimens will be automatically disposed of, unless specified in writing prior to the 28-day break. Unless
specifically requested otherwise, all other construction materials will be disposed of after completion of testing and reporting.
EQUIPMENT LISTING
CLASSIFICATION $/UNIT CLASSIFICATION $/UNIT
1/4 inch Grab plates 5/ each Global Positioning System/Laser Range Finder 80/day
1/4 inch Tubing (bonded) 0.60/foot Hand auger set 90/day
1/4 inch Tubing (single) 0.40/foot HDPE safety fence (≤100 feet) 40/roll
3/8 inch Tubing, clear vinyl 0.60/foot Horiba U-51 water quality meter 135/day
4-Gas meter (RKI Eagle or similar)/GEM 2000 140/day Light tower (towable vertical mast) 150/day
Air flow meter and purge pump (200 cc/min)55/day Magnehelic gauge 15/day
Box of 24 soil drive-sample rings 130/box Manometer 25/day
Brass sample tubes 11/each Mileage (will adjust with IRS published rate) 0.70/mile
Caution tape (1000-foot roll)22/each Moisture test kit (excludes labor to perform test, ASTM 65/test
Combination lock or padlock 15/each E1907)
Compressed air tank and regulator 55/day Nuclear moisture and density gauge 88/day
Concrete coring machine (≤6-inch-dia)160/day Electrical moisture and density gauge 88/Day
Consumables (gloves, rope, soap, tape, etc.)40/day Pachometer 50/day
Core sample boxes 30/each Particulate Monitor 135/day
Crack monitor Two-Dimensional 30/each pH/Conductivity/Temperature meter 60/day
Crack monitor Thee-Dimensional 40/each Photo-Ionization Detector (PID) 150/day
Cutoff saws, reciprocating, electric (Sawzall®)80/day Pump, Typhoon 2 or 4 stage 55/day
D-Meter Walking Floor Profiler 110/day QED bladder pump w/QED control box 175/day
Disposable bailers 25/each Quire fee – Phase I only 250/each
Disposable bladders 20/each Resistivity field meter and pins 200/day
Dissolved oxygen meter 75/day Slip / threaded cap, 2-inch or 4-inch diameter, 20/each
DOT 55-gallon containment drum with lid 85/drum PVC Schedule 40
Double-ring infiltrometer 135/day Slope inclinometer 250/day
Dual-stage interface probe 85/day Soil sampling T-handle (Encore) 10/day
Dynamic Cone Penetrometer 430/day Soil sampling tripod 40/day
Generator, portable gasoline fueled, 3,500 watts 90/day Speedy (R) moisture tester 10/day
Stainless steel bailer 60/day Vapor sampling box 65/day
Submersible pump with controller 180/day Vehicle usage (carrying equipment) 16/hour
Submersible pump/transfer pump, 10-25 gpm 65/day VelociCalc 40/day
Support service truck usage (well installation)250/day Visqueen (20 x 100 feet) 130/roll
Survey/fence stakes 10/each Water level indicator (electronic well sounder) 100/day
Tedlar® bags 25/each <300 feet deep well
Traffic cones (≤25)/barricades (single lane)55/day ZIPLEVEL®. 40/day
Turbidity meter 80/day Other specialized geotechnical and environmental testing
Tyvek® suit (each)25/each and monitoring equipment are available, and priced per site
PSA25-3817CMI; Exhibit "A" (cont.)
Docusign Envelope ID: D6E720A2-52D9-4664-A1FC-1D85821A59C5
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MASTER AGREEMENT FOR
SERVICES
IDS GROUP, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and IDS Group, Inc., a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in mechanical,
electrical, plumbing (MEP) engineering.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to mechanical, electrical, plumbing (MEP) engineering.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred
thousand dollars ($200,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
IDS Group, Inc., a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Said Hilmy, President
(print name/title)ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Rami Elhassan, Secretary
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to mechanical, electrical, plumbing (MEP) engineering, as
outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not
limited to the following:
A. Complete Design Services.
B. Mechanical Unit Specification/ Title 24 Compliance.
C. Design Troubleshooting.
D. As-Built Verifications.
Requests for work not listed above must be contracted under separate agreement.
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CITY OF CARLSBADMaster Services Agreement - RFQ25-3437CA Discipline No. 7 - MEP Engineering
ATTACHMENT B-MASTER SERVICES AGREEMENT RATE SCHEDULE
Discipline No. 7-MEP Engineering
Prices valid through Term of Agreement
STAFF NAME TITLE HOURLY
RATE
Rami Elhassan, PhD, PE, SE Principal In Charge / Contract Administra on $248
Darren Smith, PE, BEAP Associate Principal $233
Steven Collins, PE, LEED AP Associate Principal $233
Anthony Zano , PE Senior Project Manager $224
Andrew Bussey, PE Senior Project Manager $224
Mike Lin, PE, LEED AP BD+C Senior Project Manager $224
Manolito Ocampo, PE Senior Project Manager $224
Bob Kramer Senior Project Manager $224
Michael Reed Senior Project Manager $224
Stuart McKnight Senior Designer $180
Ronnie Jimenez, LEED AP BD+C Project Manager $209
Kevin Barnes Project Manager $209
Michelle Huynh, PE Project Manager $209
SUBCONSULTANT STAFF NAME TITLE
HOURLY
RATE
Not Applicable
EXPENSES DESCRIPTION COST
%
MARK-UP
Mileage $0.67 10%
Expenses such as, but not limited to plan check fees, permits inspections, testing services, title company
fees, special delivery charges, plotting/presentation boards, maps, aerial photographs, and reprographics /
illustrations that may be required for community or other stakeholder presentations, shall be billed to the
owner at Consultants direct cost plus 10%.
Our standard rate sheet follows A achment B with hourly rates of sta members who may be u lized as-needed in
addi on to the key sta members listed above.
PSA25-3750CA
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CITY OF CARLSBADMaster Services Agreement - RFQ25-3437CA Discipline No. 7 - MEP Engineering
IDS GROUP, INC.
City of Carlsbad Master Services Agreement for Consultants
Number: RFQ25-3437CA
Title - Association Hourly Rate
Principal $248
Associate Principal $233
Senior Project Manager | Associate $224
Senior Planner $224
QA/QC Manager $224
Registered Architect | Engineer $209
Project Manager $209
Senior Architect | Engineer $196
Senior Cost Estimator $186
Project Architect | Engineer $186
Senior Designer $180
Designer Architect |Engineer $170
Specifications Writer $170
Engineering Designer - BIM $147
Architectural Job Captain | Designer $140
CAD Drafting Engineer | Architect $125
Office Administration $77
Expenses such as, but not limited to plan check fees, permits inspections, testing services, title company
fees, special delivery charges, plotting/presentation boards, maps, aerial photographs, and reprographics /
illustrations that may be required for community or other stakeholder presentations, shall be billed to the
owner at Consultants direct cost plus 10%.
IDS GROUP INC
Standard Rates
PSA25-3750CA
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MASTER AGREEMENT FOR
MECHANICAL/ELECTRICAL/PLUMBING (MEP) ENGINEERING SERVICES
BSE ENGINEERING, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and BSE Engineering, Inc., a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in mechanical,
electrical, plumbing (MEP) engineering.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to mechanical, electrical, plumbing (MEP) engineering.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred
thousand dollars ($200,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
L
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
BSE ENGINEERING, INC., a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Alan James Brown, President
(print name/title)ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Paul A. Luster, Chief Financial Officer
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or
Vice-President
Secretary, Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to mechanical, electrical, plumbing (MEP) engineering, as
outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not
limited to the following:
A. Complete Design Services.
B. Mechanical Unit Specification/ Title 24 Compliance.
C. Design Troubleshooting.
D. As-Built Verifications.
Requests for work not listed above must be contracted under separate agreement.
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MASTER AGREEMENT FOR
MECHANICAL/ELECTRICAL/PLUMBING (MEP) ENGINEERING SERVICES
SHADPOUR CONSULTING ENGINEERS, LP
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and Shadpour Consulting Engineers, LP, a California limited partnership ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in mechanical,
electrical, plumbing (MEP) engineering.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to mechanical, electrical, plumbing (MEP) engineering.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault. The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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President
858-946-0333
17075 Via Del Campo
Frank Shadpour
San Diego, CA 92127
frank@scengineers.net
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23.TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
SHADPOUR CONSULTING
ENGINEERS, LP, a California limited
partnership
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
Keith Blackburn, Mayor (sign here)
Frank F. Shadpour, President (print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Wendy Shadpour, Secretary
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to mechanical, electrical, plumbing (MEP) engineering, as
outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not
limited to the following:
A. Complete Design Services.
B. Mechanical Unit Specification/ Title 24 Compliance.
C. Design Troubleshooting.
D. As-Built Verifications.
Requests for work not listed above must be contracted under separate agreement.
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SC ENGINEERS | 2CITY OF CARLSBAD | 7. MEP ENGINEERING
1.0 FEE SCHEDULES
FEE SCHEDULE
PRIME STAFF: SC ENGINEERS
NAME CLASSIFICATION HOURLY RATE
Justin Dolley, MPE/Project Manager Project Manager $199.00
Frank Shadpour, MPE, CxA, LEED A/Program Manager Principal $289.00
Joseph Kilcoyne, MPE, EPE, CxA /Quality Control Manager Principal $289.00
Jeremy Clifton, MPE, CxA/Mechanical Engineering Lead Principal $289.00
Michelle Shadpour, MPE, CPD/Plumbing Engineering Lead Project Engineer $165.00
TBD Assoc./Project Executive $216.00
TBD Project Manager $199.00
TBD Project Engineer $165.00
TBD Design Engineer $139.00
TBD Engineering Analyst $139.00
TBD BIM/CADD Manager $135.00
TBD Accounting $135.00
TBD Designer $115.00
TBD Engineering Assistant $89.00
TBD Administrative $92.00
SUBCONSULANT STAFF: RTM CONSULTING ENGINEERING
NAME CLASSIFICATION HOURLY RATE
William “Rocky” Tanner, EPE/Electrical Engineering Lead Principal $255.00
TBD Associate $216.00
TBD Project Manager $185.00
TBD Project Engineer I $165.00
TBD Designer Engineer II $160.00
TBD Design Engineer $139.00
TBD Senior CAD-Designer $130.00
TBD Engineering Technician $120.00
TBD BIM/CAD Designer II $105.00
TBD CAD-Designer $100.00
TBD BIM/CAD Designer I $95.00
TBD Administrative $90.00
Expenses are included in the hourly rates above.
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MASTER AGREEMENT FOR POLICY AND SUSTAINABLE
MATERIALS MANAGEMENT (SMM) PROGRAM IMPLEMENTATION SERVICES
STEARNS, CONRAD AND SCHMIDT, CONSULTING ENGINEERS, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Sterns, Conrad and Schmidt, Consulting Engineers, Inc., a Virginia corporation ("Contractor").
RECITALS A. City requires the professional services of a consultant experienced in policy
development and Sustainable Materials Management (SMM) program implementation.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor possesses the necessary experience to provide professional services and
guidance related to policy development and Sustainable Materials Management (SMM) program
implementation.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
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(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5.COMPENSATIONThe cumulative total for all projects allowed pursuant to this Agreement will not exceed five
hundred thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be
based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of
services. The Task Description will also include a description of the method of payment and will be
based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate
schedule may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the
rate schedule will be calculated based on the proceeding 12-month percentage change in the
Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to
increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming
the City opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate
schedule increase by the City must be documented in an amendment to the Agreement.
6. PUBLIC WORKS6.1 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 generalprevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be thoseas 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 thespecified prevailing rates of wages to all such workers employed by Contractor in the execution of theAgreement. 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 withSection 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
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determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
STERNS, CONRAD AND SCHMIDT,
CONSULTING ENGINEERS, INC., a Virginia
corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:By:
Keith Blackburn, Mayor (sign here)
Michelle Leonard, Senior Vice President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement
must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to policy development and Sustainable Materials Management
(SMM) program implementation, as outlined in the individual Project Task Descriptions and Fee
Allotments (PTD&FA), including but not limited to the following:
A. Compliance with new regulations.
B. Program and contract implementation.
C. Enforcement and outreach for new regulations.
D. Program Regulatory Support/Compliance.
E. Compliance Training.
F. Program Evaluations/Assessments.
Requests for work not listed above must be contracted under separate agreement.
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RFQ25-3437CA www.scsengineers.com
Request for Qualifications
MSA for Consultants – Phase II
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement
STAFF
Name Title Hourly Rate
1. Michelle P. Leonard Project Director/Contract
Manager $384.00
2. Lauren Romanazzi Project Director $317.00
3. Erik Martig, CCOM Project Director $317.00
4. Kelli Farmer, TRUE Advisor Senior Project
Professional $199.00
5. Laura Johnson, CBSM Project Professional $194.00
6. Fernando Moreno Project Professional $194.00
7. Lauren Beauban Project Professional $142.00
8. Brett Wilks Associate Professional $158.00
9. Graciela Galindo Technical Professional $146.00
10. Tom Parker, PE Project Director $330.00
SUBCONSULTANTS – Will be added in consultation with City of Carlsbad staff, based on
specific task orders.
Name/Firm Title Hourly Rate
1.
2.
3.
4.
5.
EXPENSES
DESCRIPTION COST % MARKUP
1. Outside consultants and subcontractors Actual cost plus a 15
percent administrative
fee
2. Equipment/supplies, and job-related
employee travel and subsistence
Actual cost plus a 15
percent administrative
fee
PSA25-3754CA
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Request for Qualifications
MSA for Consultants – Phase II
EXPENSES
DESCRIPTION COST % MARKUP
3. Charges for SCS field equipment and
instruments
Will be in accordance
with SCS’s Field
Equipment Rental
Rates Schedule in
effect at the time the
work is performed
4. Special situations such as expert court
testimony and limited consultation
Hourly rates will be on
an individually
negotiated basis
5. Invoices are due and payable upon
receipt
Invoices not paid
within 30 days are
subject to a service
charge of 1.5 percent
per month on the
unpaid balance
PSA25-3754CA
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MASTER AGREEMENT FOR SEWER CONDITION ASSESSMENT SERVICES
DOWNSTREAM SERVICES, INC.
Attachment AD
PSA25-3755CA
THIS AGREEMENT ("Agreement") is made and entered into as of the ______ day of June,
2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal
corporation, ("City"), and Downstream Services, Inc., a California corporation ("Contractor").
RECITALS
A. The City requires the professional services of a consultant experienced in sewer condition
assessment.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.The Contractor possesses the necessary experience to provide professional services and
guidance related to sewer condition assessment.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement's terms and conditions.
Contractor's obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (J,) additional one (!) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
("Director") as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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MASTER AGREEMENT FOR SEWER CONDITION ASSESSMENT SERVICES
NATIONAL PLANT SERVICES, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and National Plant Services, Inc., an Illinois corporation ("Contractor").
RECITALS
A. The City requires the professional services of a consultant experienced in sewer condition
assessment.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. The Contractor possesses the necessary experience to provide professional services and
guidance related to sewer condition assessment.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed four
hundred thousand dollars ($400,000). Fees will be paid on a project-by-project basis and will be
based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless
otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”
or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The
Task Description will include a detailed scope of services for the particular project being considered
and a statement of Contractor's fee to complete the project in accordance with the specified scope of
services. The Task Description will also include a description of the method of payment and will be
based upon an hourly rate, percentage of project complete, completion of specific project tasks or a
combination of these.
If the City elect to extend the term of the Master Services Agreement, adjustments to the rate
schedule may be permitted. Upon receipt of a written request from the Contractor, the City may
consider approving a rate schedule increase. Rate schedule increases will be considered for each
anniversary of the Agreement effective date after the initial three-year term. An increase to the
rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer
Price Index, San Diego Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor
Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will
not be adjusted for that year. The Contractor must submit a request and justification to increase the rate
schedule at least sixty days prior to the anniversary of the effective date, assuming the City opt to
extend the Master Services Agreement. The justification accompanying the written request
should detail the rationale for the requested adjustment, and the requested adjustment amount,
supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate
schedule increase by the City must be documented in an amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
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the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
4June 24, 2025 Item #6 Page 447 of 1064
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
5June 24, 2025 Item #6 Page 448 of 1064
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
6June 24, 2025 Item #6 Page 449 of 1064
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
7June 24, 2025 Item #6 Page 450 of 1064
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determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
8June 24, 2025 Item #6 Page 451 of 1064
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
9June 24, 2025 Item #6 Page 452 of 1064
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CONTRACTOR
National Plant Services, Inc., an Illinois
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Daniel Solano, President
(print name/title)ATTEST:
By:
SHERRY FREISINGER, City Clerk
(sign here)By:
Patricia Pe a, Vice President
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
10June 24, 2025 Item #6 Page 453 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to sewer condition assessments, as outlined in the individual Project
Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Conduct inspections and assess sewer gravity mains (6” to 54”) or force mains using CCTV
(PACP) and a variety of other technologies such as sonar, acoustic, laser. Include option for
pre-inspection cleaning of gravity sewer mains.
B. Conduct inspections and assess city-owned laterals using CCTV (LACP) or other agreed upon
inspection methods.
C. Conduct inspections and assess sewer manholes using technologies such as CCTV (MACP), 3D
scanning (ex. CUES Spider).
D. Provide data, prepare reports and recommendations for rehabilitation.
Requests for work not listed above must be contracted under separate agreement.
11June 24, 2025 Item #6 Page 454 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
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June 24, 2025 Item #6 Page 455 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
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June 24, 2025 Item #6 Page 456 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
4/3/2024
Iman Ghanem
24-065
707-748-7775
707-748-7776
707-333-1530
iman.ghanem@ponder-env.com
Scope of Work: Ponder Environmental Services (PES) is providing the following
Provide personnel and equipment for various jobs with National Plant
Estimate is based on prevailing wage time and material
All rates are portal to portal and travel will be charged on a time and material rate.
Subsistence $275.00 per man (rates may vary depending on location), per day for meals and lodging.
Item
No.
Estimated Price Extended Price
001 75.00$
002 75.00$
003 85.00$
004 120.00$
005 150.00$
006 180.00$
007 86.00$
008 188.00$
009 190.00$
010 1,450.00$
011 250.00$
012 125.00$
013 $30.00
014 24.00$
015 30.00$
016 25.00$
017 32.00$
018 55.00$
019 77.00$
020 74.00$
Provide Winch Truck for Frac Tanks
Delivery/Pick up per hour TBD
21K Frac Tank Rental w/ Berm per day TBD
10K Frac Tank Rental w/ Berm per day TBD
50' Containment Berm per day TBD
Bin Washout at Waste Connection per each TBD
ESTIMATE / WORK AUTHORIZATION
Customer:
Address:
Contact:
Phone:
Date:
From:
Estimate#
Phone
2159 National Ave. Hayward, CA 94545
Michelle D. Beason
National Plant Services, Inc.
TBD
925-262-7366
mbeason@nationalplant.com
TBD
Provide Double Bin Truck for Bin work per hour
Provide Single Bin Truck for Bin work per hour
Fax:
Cell:
Email:
Work Description Quantity
Return Fax
Cell:
Email:
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
Provide Truck Driver ST per hour
Provide Truck Driver OT per hour
Provide Truck Driver DT per hour
Bin Liner for 8 or 20 yard bin per each
Waste Connections: Dispoal of Non haz Solid -
Direct landfill Burial per ton
Waste Connections: Disposal of Non haz
Liquids for Solidification per ton
Daily Bin Rental : 8 yard Bin per day
Daily Bin Rental : 20 yard Bin per day
Daily Bin Rental: 40 yard open top bin per day
25' Containment Berm Daily Rate
Enviro-Pac: Disposal of non haz water w/ little
Sludge per load
Enviro-Pac: Washout per load
Waste Profiling Fee per each
TBD
TBD
TBD
Office: (877) 265-8265
Ponder Environmental Services Inc.
P.O. Box 1427
Benicia, CA 94510 Fax: (707) 748-7776
PSA25-3756CA
14
June 24, 2025 Item #6 Page 457 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
021 1,050.00$
022 28.00$
023 18.00$
024 30%
025 5%
TBD
Bridge Fees on 5Axle Trucks per each TBD
Bridge Fees on 3Axle Trucks per each TBD
Vac Truck Washout at Oakland facility per each TBD
Recovery Fee applied Over Invoice
Fuel Surcharge over all powered equipments
Total Estimate
TBD
Office: (877) 265-8265
Ponder Environmental Services Inc.
P.O. Box 1427
Benicia, CA 94510 Fax: (707) 748-7776
PSA25-3756CA
15
June 24, 2025 Item #6 Page 458 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
The Customer acknowledges that the estimated cost is based on a preliminary appraisal based on the information
provided to the Ponder Environmental representative and that the amount invoiced by Ponder Environmental will be
based on labor and materials actually expended in performing the Scope of Work. Any changes in the Scope of
Work will be billed in addition to the estimated cost specified above.
Exclusions
Ponder Environmental Services Inc. accepts no responsibility for the following items:
1. Permits from county or state.
2. Delays not caused by PES.
Terms & Conditions:
1. Customer to provide
2. Rates are based on prevailing wage
3. All Material is assumed Non-Hazardous
4. All locations of work must be accessible at all times during this project – conditions limiting access or
egress on site will result in additional costs.
5. Delays not within the control of P.E.S will be documented at billed at T&M rates or per signed change
order.
6. Water for Pressure Washing or for construction needs will be provided by the customer.
7. The site must be accessible for 65 ft. trucks.
8.The estimate is valid for 30 days.
9. If paid by credit card, 4% will be added to the total of the invoice.
Proprietary Notice:
This submittal contains information that is confidential and proprietary to Ponder Environmental Services, Inc.
(PES). PES requests that this information not be disclosed to any person outside the Client’s staff.
Equipment Rates:
1. Equipment rates do not include labor rates, unless specifically stated in the price list.
2. Equipment rates do not include applicable taxes or government fees.
3. All charges are portal-to-portal.
4. Shifts are eight (8) hours unless otherwise specified
Equipment Policies:
1. PES personnel will operate all PES equipment.
2. Bins or tanks provided by PES may only be transported by PES equipment.
5. Air Movers: Highly abrasive, corrosive, or contaminated service which causes rapid or excessive wear or
8. Demurrage- after 1 hour loading or 1 hour unloading (will be billed in ¼ hour increments).
9. All equipment is subject to a Fuel Surcharge.
3. The customer is responsible to pay repair or replacement costs if damage occurs while bins or tanks are in their
use, caused by the customer’s employee or contractor, at the disposal facility, or caused by customer’s product.
4. If temporary storage tanks or bins are used, they will need to be cleaned to remove all oil, soil, drilling mud, silt,
etc. PES will determine final pricing once the condition of the used tanks is known.
deterioration of hose, pipe and filter bags will result in additional charges for replacement of these items at
PES’rates.
6. All vacuum trucks tanks transporting Hazardous Material/Waste will be certified cleaned after each job to
protect customer from any cross contamination from other projects.
7. PES’ commercial drivers will perform a minimum of a .5-hour DOT pre-trip and .5-hour DOT post trip each
day which is billed at the hourly rate.
PSA25-3756CA
16June 24, 2025 Item #6 Page 459 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
Labor Policies:
1. Straight time is charged for the first eight (8) hours scheduled Monday - Friday, unless otherwise specified.
3. Double time is charged after twelve (12) hours Monday - Saturday and for all hours on Sundays and on holidays.
4. PES billed holidays are New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, the Friday after Thanksgiving Day, Christmas Eve, Christmas Day or on the observed day.
5. Shifts are eight (8) hours unless otherwise specified.
6. All charges are portal-to-portal.
7. Labor rates do not include personal protective equipment unless otherwise stated in the price list.
8. Labor rates do not include travel expenses unless otherwise stated in the price list.
9. Labor policies do not apply to Emergency Response projects, see ER Rate Sheet for terms.
Waste Policies:
4. Customer’s drums/totes must not be leaking or damaged.
5. Customer’s drums/totes must be transportable.
8. The actual volume of waste materials may vary from estimate and will be billed accordingly.
9. All contaminated PPE will stay on-site if not included in the estimate.
Rental Equipment and Labor:
Fuel Surcharge:
Payment Terms:
Upon approved Credit Application, payment terms are net 30 days from the date of the invoice.
Payment terms for Emergency Response projects will require an upfront deposit and payments are due upon receipt.
All payments received by credit card will be subject to a 4% convenience fee.
In the event of a default, Customer agrees to pay all collection costs incurred by the company to collect.
Customer's outstanding balance, including court cost and attorney's fees, interest at 18% per annum will be
added to balances over 30 days past due.
A fuel surcharge will be applied on the hours of equipment operation portion of your invoice only. The fuel
surcharge will be based on the weekly average price of fuel, as determined by the federal government each week as
published at https://www.eia.gov/petroleum/gasdiesel/
2. Overtime is charged after the first eight (8) hours and up to twelve (12) hours Monday - Friday and for the first
twelve (12) hours on Saturdays.
1. The Customer and/or the generator (owner) owns any and all waste from cradle to grave and PES assumes no
liability for any and all waste generated or disposed.
2.Prior to the time of shipment and/or loading, Customer’s authorized representative shall sign a Waste Profile
sheet with approval by a disposal facility in advance of scheduling the Services. Customer shall also sign waste
shipping documents at the time of shipment (prior to loading).
6. If generators container starts to leak while in transport, generator authorizes PES, to over pack the leaking
container and minimize any spilled material. PES will notify the generator within 24 hours of discovering the
leaking container. Disposal for cleaned up material, manifests, profiles, supplies and labor may apply.
7. Disposal of Generators waste must be accepted at the receiving facility as profiled. If waste received is fully
rejected or waste is non-conforming to the profile, generator agrees to additional surcharges associated with the
rejection or non-conforming waste.
If not listed in the items pricing above all rental equipment, materials, subcontractors, vendors, and consumables
will be charged at cost plus a twenty percent (20%) administrative fee.
3. If Client conducts the analytical then client is to provide PES, all lab analytical prior to anything being transported
off site.
PSA25-3756CA
17June 24, 2025 Item #6 Page 460 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
Delays:
Delays not attributable to PES and/or changes in job scope are charged at the published rates.
Miscellaneous Items and Charges:
Decontamination:
Safety:
From time to time, it is necessary to provide services and equipment that are not included in this price schedule.
Miscellaneous items not included in this price schedule will appear as part of an estimate and will be in effect only
for the duration of the estimate
Due to State and Federal requirements, our equipment: must be de-contaminated after every customer or waste
stream usage. This may be performed at the customer location or an off-site facility. If performed on-site, the
charges will be per our time and material rate. If we must go off-site, the charges will be a cost plus a twenty percent
(20%) administrative fee, in addition to our time and material rate.
Cleaning of equipment and material owned and used by PES is considered to be an integral part of each project and
will be done on the jobsite. Disposal of contaminated material, if any, is the responsibility of the customer. Any assistance required
by the customer and provided by PES in arranging for transport and/or disposal of contaminated materials is to be considered will
be charged to the customer at cost plus a fifteen percent (20%) administrative fee. Any such assistance does not represent an
assumption of responsibility or liability for proper transportation or disposal of such materials by PES.
It is the responsibility of the customer to advise PES of any materials or conditions in or around the vessels or work
area that might constitute a hazard to personnel or equipment. This responsibility includes providing SDS information on a timely
basis.
Customarily, PES installs ladders in vessels in order to allow PES personnel to safely enter and exit the vessel. The
ladders are intended for PES personnel use only. In the event the customer uses and/or allows other contract personnel to use the
ladders, the customer must accept liability for those activities.
The customer is to provide all necessary utilities, sanitary and wash facilities, inert gas and approved eating and break areas. This is
not to be construed to mean that special buildings are required.
PSA25-3756CA
18June 24, 2025 Item #6 Page 461 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
Approval and Acceptance:
Sincerely,
Iman Ghanem
Client Relations Representative
Ponder Environmental Services, Inc.
Customer Signature Date
Printed Name PO or Job Number
PES appreciates the opportunity to provide you with the above estimate. PES is committed to providing a quality
service in a safe, efficient, and cost-effective manner. Should you have any questions, please contact us at (707) 748-7775
The undersigned agrees and certifies that he/she is authorized to act on behalf of Customer, and Customer guarantees
by his/her signature to compensate PES in full for all actual services performed as described above, which are due and payable 30
days after receipt of the invoice. All past due accounts shall accrue interest at the rate of 1.5% per month. No verbal Quotations are
valid or enforceable . Customer shall pay all reasonable costs of collection, including but not limited to attorney’s fees and expenses
incurred by PES.
Thank you for the opportunity to give you a price estimate for this upcoming work at your job location. If you have
any questions, please feel free to contact me at (707) 748-7775
PSA25-3756CA
19June 24, 2025 Item #6 Page 462 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
SC2.1A24
Description (1/1/25-12/31/25)Weekday/Standard Saturday/OT Sunday/Premium
Contractor State License Board (CSLB) # 1067575 (WBE) #14110017 (Supplier Clearing House) DIR #1000623333
Signature and or email acceptance also confirms compliance with the terms and conditions
I acknowledge that I have read the terms and conditions on the last page of this agreement
2 Techs 1 truck 4hrshift $1,095.00 $1,540.00 $2,046.00
1 Tech 1 truck 8hr shift $1,264.00
Serving all of California
Main Office: 44800 Industrial Blvd., Fremont, CA 94538 Quote #:JH24-1030
Customer:National Plant Sr Estimator
Quote Info:Crew rates for Carlsbad 12/30/2024 Page 1 of 3
Contact:Corey Joey Hanna
Phone/Email:562-754-8787 925-209-1186
$1,676.00 $2,188.00
1 Tech 1 truck 4hr shift $758.00 $1,006.00 $1,313.00
2 Techs 1 truck 10hr shift $2,382.00 $3,124.00 $3,966.00
2 Techs 1 truck 8hr shift $1,825.00 $2,567.00 $3,410.00
Signature:Date:
Note:
$2,466.00$1,954.00$1,542.001 Tech 1 truck 10hr shift
$4,074.00$3,209.00$2,447.002 Techs 1 truck 10hr shift
Description (1/1/26-12/31/26)Weekday/Standard Saturday/OT Sunday/Premium
2 Techs 1 truck 4hrshift $1,125.00 $1,582.00
Each truck is equipped with standard MUTCD signage, and can tow an arrow board. Standard crew size is 2 Techs 1 Truck.
Cancellation notifications made within 12 hours of start time will be billed at the 4hr minimum.
Crews working 0-4 hours will be billed at a 4-hour minimum. Crews working 4-8 hours will be billed at an 8-hour minimum.
Overtime rate per technician per hour is $139 per Weekday and Saturday, $186 per Sunday/Holiday
City Rise will need advance notice prior to job starting to make sure crews are available.
$2,102.00
2 Techs 1 truck 8hr shift $1,875.00 $2,637.00 $3,503.00
1 Tech 1 truck 4hr shift $779.00 $1,034.00 $1,349.00
Labor rates includes mobilization costs. Crews will be billed for all time on site.
Name:Company:
Title:PO #:
Fixed Rate if client wants cosistent pricing for the duration of the project
1 Tech 1 truck 8hr shift $1,299.00 $1,722.00 $2,248.00
1 Tech 1 truck 10hr shift $1,584.00 $2,007.00 $2,533.00
City Rise Traffic, LLC operates as a subsidiary of City Rise Safety, LLC
PSA25-3756CA
20
June 24, 2025 Item #6 Page 463 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
Additional Equipment and Services
Item Quantity Unit $Extended $
Traffic Control Plan rates (lead times may vary contact TCP for ETA)
Page 2 of 3Quote #: JH24-1030
Description (1/1/27-12/31/27)Weekday/Standard Saturday/OT Sunday/Premium
2 Techs 1 truck 4hrshift $1,155.00 $1,624.00 $2,158.00
2 Techs 1 truck 8hr shift $1,925.00
Engineer stamped Traffic Control Plans (3-5 business days), per sheet 0 $500.00 $0.00
Rush Engineer stamped Traffic Control Plans (1-2 business days) per sheet 0 $750.00 $0.00
Standard Traffic Control Plan (3-5 business day PDF delivery), per sheet 0 $250.00 $0.00
Rush Traffic Control Plan (1-2 business day PDF delivery), per sheet 0 $395.00 $0.00
Arrow Board/FAS, rental per month, Each*0 $520.00 $0.00
PCMS/Message Board, rental per day, Each*0 $230.00 $0.00
Rental items
Arrow Board/FAS, rental per day, Each*0 $80.00 $0.00
Arrow Board/FAS, rental per week, Each*0 $255.00 $0.00
PCMS/Message Board, rental per week, Each*0 $575.00 $0.00
PCMS/Message Board, rental per month, Each*0 $1,440.00 $0.00
Type I barricade, rental per day, Each 0 $1.00 $0.00
Type I barricade, rental per week, Each 0 $6.00 $0.00
Type III barricade, rental per week, Each 0 $10.00 $0.00
Type III barricade, rental per month, Each 0 $25.00 $0.00
Type I barricade, rental per month, Each 0 $12.00 $0.00
Type III barricade, rental per day, Each 0 $3.00 $0.00
*Towable items may require additional truck or delivery Rental/Sale estimated Total $0.00
$1,334.00 $1,768.00 $2,308.00
1 Tech 1 truck 10hr shift $1,626.00 $2,061.00 $2,601.00
$2,707.00 $3,596.00
2 Techs 1 truck 10hr shift $2,512.00 $3,295.00 $4,182.00
1 Tech 1 truck 4hr shift $800.00 $1,062.00 $1,385.00
1 Tech 1 truck 8hr shift
City Rise Traffic, LLC operates as a subsidiary of City Rise Safety, LLC
PSA25-3756CA
21June 24, 2025 Item #6 Page 464 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
29. Payment terms are Net 30 days from date of invoice.
25. The client will be billed for all services rendered prior to an order
cancellation.
26. Permit payments including refundable deposits and/or bonds are the
responsibility of the client to be paid directly to the agency.
27. When City Rise Safety is requested to pay the Agency Fees on behalf of
the client, a 10% service charge will be added to the total cost of the
permit fees.
28. Refundable deposits or Bonds required by Agencies are the
responsibility of the client.
Invoicing T&C:
Plans & Permits
21. Caltrans encroachment permits may take up to 60 days. Once
approved, City Rise Safety can submit the LCS Request. Client to notify City
Rise Safety a minimum of 15 business days prior to job start date to
submit the LCS Request to avoid delay.
22. Plans and permits will start once client has been approved for credit or
once payment has been received. Please ask about credit card payment
options.
23. Permit applications will begin once all documentation and information
are received from the client.
24. City Rise Safety offers 2 free revisions for traffic control plans. For
scope change, work zone changes, or additional sheets additional fees
may apply.
7. Any project quoted prior to approved traffic control plans, or when scope of
work changes has occurred, may be subject to revisions. Traffic control plans
will be provided to City Rise at time of scheduling a traffic control crew.
8. For projects involving a high rate of speed or limited visibility additional
trucks/equipment may be required for crew safety. Additional fees may apply.
9. City Rise Safety reserves the rights to adjust rates due to delayed start dates
and/or changes in duration of project.
10. Client is responsible for all fees regardless if project is in progress and
canceled, including but not limited to subcontractor fees.
11. Client will have an authorized representative onsite to approve traffic
control personnel work time.
City Rise Safety Terms and Conditions Page 3 of 3
Traffic Control Services
1. A daily minimum charge (4Hr Rate) will be applied to all jobs. Cancellations
less than two hours of scheduled start time will incur the daily minimum charge
(4Hr Rate). Cancellation notices must be provided in writing.
2. Projects worked more than 4 hours but less than 8, will be billed at the
applicable 8-hour day rate.
3. Over-time rates will be billed for work M-F after 8 hours but under 13 hours,
and all day on Saturdays. Double-time rates will be billed for work after the 12th
hour and all day on Sundays & Holidays.
4. Traffic Control Crews are billed for all time onsite, including
mobilization/demobilization and travel times to multiple work locations, if
applicable.
location) will be subject to additional travel fees. Excess travel may require an
additional quote for per diem rates. Anything past 50 miles is subject to a $3.95
per mile fee.
6. Standard traffic control is a Traffic Control Truck equipped with standard
MUTCD signage, and one Arrow Board. Additional towable will be an additional
charge.
12. Quote is valid for 30 days from submitted date. Quote to be signed and
returned prior to the start of work. Scheduling of crews or the ordering of
materials is considered acceptance of rates and terms provided.
Sales & Rentals:
18. Contractor shall be liable for any and all lost, stolen, or damaged rental
equipment.
19. Delivery fees will apply for any additional equipment required or requested.
20. Sales of specialty created signs/materials are final and non-refundable and
are due in full at time of order
30. City Rise Safety shall not accept any discounts or charges after 2 weeks
of the invoice issuance.
31. City Rise Safety shall be paid an annual finance charge of 10% for all
late payments.
32. Client agrees to reimburse City Rise Safety for any and all collections
costs incurred by City Rise Safety, plus a 10% administration fee.
33. Payments made by Credit Card in excess of $5000 will incur a credit
card processing fee.
34. City Rise Safety does not accept paid-when-paid or retention payment
terms.
35. Bonding requirements must be provided at the time of Estimation
request. City Rise reserves the right to deny bonding requests made after
Estimation has been provided.
13. Client must have a signed Master Rental Agreement on file with City Rise
Safety before rentals can be released.
14. Delivery fees apply to all equipment based on type of location.
15. If the city/agency requires specialty no parking signs or equipment
additional fees may apply.
16. A 48-hour notice is required for deliveries, rentals or installations.
17. Rental estimates and final billing may vary based upon the nature and
duration of the Contractors work.
City Rise Traffic, LLC operates as a subsidiary of City Rise Safety, LLC
PSA25-3756CA
22June 24, 2025 Item #6 Page 465 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2
City Attorney Approved Version 2/11/2025
Attachment AF
PSA25-3757CA
MASTER AGREEMENT FOR STORM WATER ASSET MANAGEMENT
GLENN A. RICK ENGINEERING AND DEVELOPMENT CO.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and Glenn A. Rick Engineering and Development Co., a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant experienced in storm water asset
management.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor possesses the necessary experience to provide professional services and
guidance related to storm water asset management.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5.COMPENSATIONThe cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundredthousand 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 toin writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a ProjectTask Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor'sfee to complete the project in accordance with the specified scope of services. The Task Description willalso include a description of the method of payment and will be based upon an hourly rate, percentageof project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6.PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,including work performed during design and preconstruction such as inspection and land surveying work,cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be thoseas determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 ofthe 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 theAgreement. Contractor and any subcontractors shall comply with Section 1776 of the California LaborCode, which generally requires keeping accurate payroll records, verifying and certifying payroll records,and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work unless currently registered and qualified to perform
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public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
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program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault. The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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”;
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OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
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13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or
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Principal
Brendan Hastie
bhastie@rickengineering.com
5620 Friars Road
San Diego, CA, 92110
619-908-3555
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delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
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City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
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City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
GLENN A. RICK ENGINEERING AND
DEVELOPMENT CO., a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
Keith Blackburn, Mayor (sign here)
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
By: (sign here)
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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Vice President R.O.D., and Corporate Secretary
Brendan C. Hastie, Vice President
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to storm water asset management, as outlined in the individual
Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A.Capital Planning Software Use/Configuration/ Support.
B.Condition Assessment Analysis And Project Support.
C.Estimated Useful Life Guidance.
D.Development of Risk Criteria/Decision Logic.
E.Rehabilitation/Replacement Planning.
F.GIS/Asset Data Support.
G.Asset Management/Business Process Support.
H.Regulatory Reporting/Documentation Related to Stormwater Infrastructure.
Requests for work not listed above must be contracted under separate agreement.
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Hourly Rates – California Offices
_____________________________________________________________________________________________________________________________________
Rates subject to change for prevailing wage contracts.
When authorized, overtime shall be charged at the listed rates times 1.5.
Unless otherwise agreed upon, we shall charge for printing, reproduction, deliveries, transportation, and other expenses.
A fifteen (15) percent fee for administration, coordination and handling will be added to all subcontracted services.
Principal Consultant (Special Projects) .............................. $325.00
Principal .............................................................................. 300.00
Associate Principal .............................................................. 280.00
Associate/Manager .............................................................. 260.00
Expert Witness ..................................................................... 450.00
Court Appearance per half day or part............................... 1,800.00
Senior Project Manager/Engineering Manager ................. $ 250.00
Principal Project Engineer/Manager .................................... 240.00
Associate Project Engineer/Manager ................................... 220.00
Assistant Project Engineer/Manager .................................... 200.00
Principal Engineering Designer ........................................... 175.00
Associate Engineering Designer .......................................... 160.00
Assistant Engineering Designer ........................................... 145.00
Principal Engineering Drafter .............................................. 135.00
Associate Engineering Drafter ............................................. 125.00
Assistant Engineering Drafter ............................................. 115.00
Engineering Intern ................................................................ 100.00
Senior Technical Manager ................................................... 200.00
Senior Transportation/Traffic Engineer ............................. $ 250.00
Principal Transportation/Traffic Engineer ........................... 240.00
Associate Transportation/Traffic Engineer .......................... 220.00
Assistant Transportation/Traffic Engineer ........................... 200.00
Principal Transportation/Traffic Designer ........................... 175.00
Associate Transportation/Traffic Designer .......................... 160.00
Assistant Transportation/Traffic Designer ........................... 145.00
Principal Planner II ............................................................ $ 225.00
Principal Planner I ............................................................... 210.00
Senior Planner II .................................................................. 195.00
Senior Planner I ................................................................... 185.00
Grant Writing Specialist ...................................................... 180.00
Associate Planner ................................................................ 160.00
Assistant Planner ................................................................. 140.00
Planning Technician ............................................................ 120.00
Principal Project Landscape Architect/Manager .............. $ 210.00
Associate Project Landscape Architect/Manager .............. 190.00
Assistant Project Landscape Architect/Manager ............... 170.00
Principal Landscape/Urban Designer ................................ 150.00
Associate Landscape/Urban Designer ............................... 135.00
Assistant Landscape/Urban Designer ................................ 125.00
Director of Environmental Planning Services .................. $ 245.00
Principal Environmental Project Manager ......................... 210.00
Associate Environmental Project Manager ....................... 195.00
Assistant Environmental Project Manager ....................... 180.00
Principal Environmental Planner/Analyst ........................ 165.00
Associate Environmental Planner/Analyst ....................... 145.00
Assistant Environmental Planner/Analyst .......................... 125.00
Environmental Technician .................................................. 110.00
Principal Stormwater Project Manager ............................. $ 210.00
Associate Stormwater Project Manager .............................. 190.00
Assistant Stormwater Project Manager ............................ 170.00
Principal Stormwater Specialist ........................................ 155.00
Associate Stormwater Specialist ...................................... 140.00
Assistant Stormwater Specialist ....................................... 125.00
Director of Watershed Science ......................................... $ 280.00
Assistant Director - Watershed Science .............................. 260.00
Principal Water Resources Project Manager....................... 245.00
Project Scientist/Manager ................................................... 200.00
Principal Water Resources Designer/Scientist .................... 175.00
Associate Water Resources Designer/Scientist ................... 160.00
Assistant Water Resources Designer/Scientist.................... 145.00
GIS Manager .................................................................... $ 220.00
GIS Asset Manager .............................................................. 200.00
GIS Programmer ................................................................ 180.00
Principal GIS Project Manager .......................................... 195.00
Associate GIS Project Manager .......................................... 180.00
Assistant GIS Project Manager .......................................... 165.00
Principal GIS Analyst ........................................................ 155.00
Associate GIS Analyst ....................................................... 140.00
Assistant GIS Analyst ........................................................ 125.00
Graphics Designer .............................................................. 145.00
CAD Manager ..................................................................... 180.00
Field Supervisor ............................................................... $ 225.00
One-person Survey Party ................................................... 185.00
One-person Survey Party with Robotics ............................ 235.00
Two-person Survey Party ................................................... 290.00
Three-person Survey Party ................................................ 395.00
3D Laser Scanning Crew (One-Person) ............................ $ 215.00
3D Laser Scanning Crew (Two Person) ............................. 320.00
Principal 3D Laser Scanning Project Manager ................. $ 210.00
Associate 3D Laser Scanning Project Manager .................. 185.00
Assistant 3D Laser Scanning Project Manager ................... 170.00
Principal 3D Laser Scanning Specialist .............................. 155.00
Associate 3D Laser Scanning Specialist ............................. 140.00
Assistant 3D Laser Scanning Specialist .............................. 125.00
3D Laser Scanning Technician ............................................ 115.00
Photogrammetry Supervisor .............................................. $185.00
Principal Photogrammetrist ............................................... 165.00
Associate Photogrammetrist ............................................... 145.00
Assistant Photogrammetrist ................................................ 130.00
Mapping Director ............................................................. $ 210.00
Principal Survey Analyst .................................................... 200.00
Associate Survey Analyst ................................................... 165.00
Assistant Survey Analyst ..................................................... 135.00
Associate Project Administrator ....................................... $ 100.00
Assistant Project Administrator ............................................ 90.00
Administrative Assistant/Manager........................................ 85.00
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MASTER AGREEMENT FOR
STRUCTURAL ENGINEERING SERVICES
DOKKEN ENGINEERING
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June,
2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and Dokken Engineering, a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in structural
engineering services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to structural engineering.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS 6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault. The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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+$) *(* #)'%
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
DOKKEN ENGINEERING, a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:By:
(sign here) Keith Blackburn, Mayor
John A. Klemunes, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to structural engineering services, as outlined in the individual Project
Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A.Bridges Preventative Maintenance.
B.Buildings and Other Structures.
C.Structural Design and Evaluations.
Requests for work not listed above must be contracted under separate agreement.
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HOURLY RATE
1.$295.00
2.$325.00
3.$325.00
4.$295.00
5.$255.00
6.$205.00
7.$185.00
8.$160.00
9.$135.00
10.$245.00
11.$160.00
12.$125.00
13.$285.00
14.$215.00
15.$195.00
16.$145.00
17.$115.00
18.$95.00
19.$235.00
20.$195.00
21.$125.00
22.$125.00
23.$95.00
% MARKUP
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
9.0%
10.0%
11.0%Appraisal Reviews Actual Cost
Traffic Control Actual Cost
Utility Potholing Actual Cost
Title Reports Actual Cost
Record Search Fees / EDR Reports Actual Cost
Room and Equipment Rentals Actual Cost
Appraisals Actual Cost
Permit Fees Actual Cost
Public Notice Advertisements Actual Cost
Postage for Public Notice Advertisements Actual Cost
EXPENSES
DESCRIPTION COST
Outside Reproduction Actual Cost
Staff Right of Way Assistant
Staff Senior Right of Way Agent
Staff Right of Way Agent
Staff Right of Way Appraiser
Staff Environmental Planner
Staff Environmental Technician
Staff Right of Way Manager
Staff Principal Planner
Staff Senior Environmental Planner
Staff Associate Environmental Planner
Staff CAD/Engineering Technician 2
Staff CAD/Engineering Technician 1
Staff Environmental Manager
Staff Assistant Engineer 2
Staff Assistant Engineer 1
Staff Senior CAD Manager
Staff Senior Engineer 1
Staff Associate Engineer 2
Staff Associate Engineer 1
Staff Principal in Charge
Staff QA/QC Manager
Staff Senior Engineer 2
ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement
DOKKEN ENGINEERING
NAME TITLE
Charles Tornaci, PE Contract/Project Manager
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MASTER AGREEMENT FOR
STRUCTURAL ENGINEERING SERVICES
IDS GROUP, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and IDS Group, Inc., a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in structural
engineering services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to structural engineering.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed seven hundred
thousand dollars ($700,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
IDS Group, Inc., a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
Keith Blackburn, Mayor (sign here)
Said Hilmy, President
(print name/title)ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Rami Elhassan, Secretary
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to structural engineering services, as outlined in the individual Project
Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Bridges Preventative Maintenance.
B. Buildings and Other Structures.
C. Structural Design and Evaluations.
Requests for work not listed above must be contracted under separate agreement.
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CITY OF CARLSBADMaster Services Agreement - RFQ25-3437CA
ATTACHMENT B-MASTER SERVICES AGREEMENT RATE SCHEDULE
Discipline No. 1 -S
Prices valid through Term ofAgreement
STAFF NAME TITLE HOURLY
RATE
Rami Elhassan, PhD, PE, SE $248
Victor Mercado, PE, SE Senior Project Manager $224
Jaime Rosenbach, PE, SE Senior Project Manager $224
Project Manager $209
John Van Valkenburg, PE, SE Project Manager $209
Henry Hadidi, PhD, PE, SE Project Manager $209
Mohsen Kargahi, PhD, PE Project Manager $209
Ellen Wu PhD, PE Project Manager $209
SUBCONSULTANT STAFF NAME TITLE
HOURLY
RATE
Not Applicable
SUBCONSULTANT STAFF NAME TITLE
HOURLY
RATE
Not Applicable
EXPENSES DESCRIPTION COST
%
MARK-UP
Mileage $0.67 10%
Expenses such as, but not limited to plan check fees, permits inspections, testing services, title company
fees, special delivery charges, plotting/presentation boards, maps, aerial photographs, and reprographics /
illustrations that may be required for community or other stakeholder presentations, shall be billed to the
owner at Consultant’s direct cost plus 10%.
.
PSA25-3759CA
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CITY OF CARLSBADMaster Services Agreement - RFQ25-3437CA
IDS GROUP, INC.
City of Carlsbad Master Services Agreement for Consultants
Number: RFQ25-3437CA
Title - Association Hourly Rate
Principal $248
Associate Principal $233
Senior Project Manager | Associate $224
Senior Planner $224
QA/QC Manager $224
Registered Architect | Engineer $209
Project Manager $209
Senior Architect | Engineer $196
Senior Cost Estimator $186
Project Architect | Engineer $186
Senior Designer $180
Designer Architect |Engineer $170
Specifications Writer $170
Engineering Designer - BIM $147
Architectural Job Captain | Designer $140
CAD Drafting Engineer | Architect $125
Office Administration $77
Expenses such as, but not limited to plan check fees, permits inspections, testing services, title company
fees, special delivery charges, plotting/presentation boards, maps, aerial photographs, and reprographics /
illustrations that may be required for community or other stakeholder presentations, shall be billed to the
owner at Consultant’s direct cost plus 10%.
Standard Rates
PSA25-3759CA
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MASTER AGREEMENT FOR SURVEYING SERVICES
RIGHT-OF-WAY ENGINEERING SERVICES, INC.
Attachment Al
PSA25-3761CA
THIS AGREEMENT {"Agreement") is made and entered into as of the ______ day of June,
2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal
corporation, {"City"), and Right-of-Way Engineering Services, Inc., a California corporation
{"Contractor").
RECITALS
A.City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services {"Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement's terms and conditions.
Contractor's obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project {see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two {I) additional one {!) year{s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten {10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project {see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
{"Director'') as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
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1
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 City of Carlsbad, California, a municipal
corporation, ("City"), and O’Day Consultants, Inc., a California corporation ("Contractor").
RECITALS
A. City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
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event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
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public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
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program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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”;
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OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
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13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
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City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
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City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
O’DAY CONSULTANTS, INC., a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Keith Hansen, Vice President
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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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%
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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%
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MASTER AGREEMENT FOR SURVEYING SERVICES
NV5, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June,
2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal
corporation, ("City"), and NV5, Inc., a California corporation ("Contractor").
RECITALS
A. City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
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event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
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public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
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program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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”;
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OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
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13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
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City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
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City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
NV5, INC., a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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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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FEE SCHEDULE
Fee Schedule
NAME TITLE HOURLY RATE**
Joel Paulson, PLS, GISP Director, Survey $235
Justin Pallamary, PLS Program Director, Survey $235
Kurt Kathol $224
Jeff Sykes $224
Amy Storey, LEED AP $193
Andrew Karydes, PLS Senior Surveyor $197
Rosemarie Silva, PLS $224
J Braley, PLS $224
Christopher Endozo, PE, PLS Senior Surveyor $197
Brian Hill, LSIT Assistant Surveyor $148
Julihanna Mandeville, EIT Associate Surveyor $170
Brian Hendrix, LSIT Director, Survey $235
Brian Wolf, LSIT Associate Surveyor $170
Michael Albini, LSIT Associate Surveyor $170
Byram Jennex, LSIT Associate Surveyor $170
1-Person Suvey Crew*$184
2-Person Survey Crew*$330
3-Person Survey Crew*$445
Matt O'Brien Program Director, sUAS $235
Vanessa O'Brien $165
Houston Lear $176
David Rhoades CAD/LiDAR/Photogrammetry Analyst II $125
Brent Nelson CAD/LiDAR/Photogrammetry Analyst II $125
Connor Bass CAD/LiDAR/Photogrammetry Analyst II $125
Jordan Major CAD/LiDAR/Photogrammetry Analyst II $125
Daejong Yang CAD/LiDAR/Photogrammetry Analyst II $125
Riley Buoen CAD/LiDAR/Photogrammetry Analyst I $115
Casey Chin CAD/LiDAR/Photogrammetry Analyst I $115
Reagan O'Brien CAD/LiDAR/Photogrammetry Analyst I $115
Luann Tomlinson CAD/LiDAR/Photogrammetry Analyst I $115
Jemper Marvin CAD/LiDAR/Photogrammetry Analyst I $115
Daniel Monsanto 1-Person sUAS Survey Crew (Pilot) $155
Chuck Oakey 1-Person sUAS Survey Crew (Pilot) $155
Brian Rowe 1-Person sUAS Survey Crew (Pilot) $155
Cameron Rodriguez 1-Person sUAS Survey Crew (Pilot) $155
Navarette, Jeffrey 1-Person sUAS Survey Crew (Pilot) $155
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FEE SCHEDULE
Fee Schedule
NAME TITLE HOURLY RATE**
Joel Paulson, PLS, GISP Director, Survey $235
Justin Pallamary, PLS Program Director, Survey $235
Kurt Kathol $224
Jeff Sykes $224
Amy Storey, LEED AP $193
Andrew Karydes, PLS Senior Surveyor $197
Rosemarie Silva, PLS $224
J Braley, PLS $224
Christopher Endozo, PE, PLS Senior Surveyor $197
Brian Hill, LSIT Assistant Surveyor $148
Julihanna Mandeville, EIT Associate Surveyor $170
Brian Hendrix, LSIT Director, Survey $235
Brian Wolf, LSIT Associate Surveyor $170
Michael Albini, LSIT Associate Surveyor $170
Byram Jennex, LSIT Associate Surveyor $170
1-Person Suvey Crew*$184
2-Person Survey Crew*$330
3-Person Survey Crew*$445
Matt O'Brien Program Director, sUAS $235
Vanessa O'Brien $165
Houston Lear $176
David Rhoades CAD/LiDAR/Photogrammetry Analyst II $125
Brent Nelson CAD/LiDAR/Photogrammetry Analyst II $125
Connor Bass CAD/LiDAR/Photogrammetry Analyst II $125
Jordan Major CAD/LiDAR/Photogrammetry Analyst II $125
Daejong Yang CAD/LiDAR/Photogrammetry Analyst II $125
Riley Buoen CAD/LiDAR/Photogrammetry Analyst I $115
Casey Chin CAD/LiDAR/Photogrammetry Analyst I $115
Reagan O'Brien CAD/LiDAR/Photogrammetry Analyst I $115
Luann Tomlinson CAD/LiDAR/Photogrammetry Analyst I $115
Jemper Marvin CAD/LiDAR/Photogrammetry Analyst I $115
Daniel Monsanto 1-Person sUAS Survey Crew (Pilot) $155
Chuck Oakey 1-Person sUAS Survey Crew (Pilot) $155
Brian Rowe 1-Person sUAS Survey Crew (Pilot) $155
Cameron Rodriguez 1-Person sUAS Survey Crew (Pilot) $155
Navarette, Jeffrey 1-Person sUAS Survey Crew (Pilot) $155
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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 City of Carlsbad, California, a municipal corporation,
("City"), and Burns & McDonnell Western Enterprises, Inc., a California corporation ("Contractor").
RECITALS
A.City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5.COMPENSATIONThe cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundredthousand 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 otherwiseprovided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed toin writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a ProjectTask Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor'sfee to complete the project in accordance with the specified scope of services. The Task Description willalso include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6.PUBLIC WORKS6.1 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 generalprevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be thoseas determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 ofthe 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 theAgreement. Contractor and any subcontractors shall comply with Section 1776 of the California LaborCode, 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9.CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10.SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11.OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12.INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13.INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14.BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15.ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16.OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17.COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18.NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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Stephen Kane
Suite 600
714 264 7333
Vice President
145 South State College Blvd.
SKANE@BURNSMCD.COM
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23.TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24.COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25.CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26.JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27.SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28.THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29.ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30.PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31.AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
BURNS & MCDONNELL WESTERN
ENTERPRISES, INC., a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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Jenna F. Pukach, CFO
Stephen J. Kane, Vice President
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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
HDR ENGINEERING, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and HDR Engineering, Inc., a Nebraska corporation ("Contractor").
RECITALS
A. City requires the 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email anna.lantin@hdrinc.com
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
HDR ENGINEERING, INC., a Nebraska
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Anna Y. Lantin, Vice President
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
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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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 City of Carlsbad, California, a municipal
corporation, ("City"), and Kennedy/Jenks Consultants, Inc., a California corporation ("Contractor").
RECITALS
A. City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
KENNEDY/JENKS CONSULTANTS, INC., a
California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Paul Chau, Vice President
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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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.
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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 June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and AirX Utility Surveyors, Inc., a California corporation, ("Contractor").
RECITALS
A. City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred
thousand dollars ($400,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
AIRX UTILITY SURVEYORS, INC., a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Jennifer Emily Harris, President
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(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, City Attorney
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 June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and GUIDA, a California corporation, ("Contractor").
RECITALS
A.City 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred
thousand dollars ($400,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault. The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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220 Commerce, Suite 150
Irvine, CA 92602
Project Manager
Tom Pilarski, PLS
949-777-2074
tpilarski@guidainc.com
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23.TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24.COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25.CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26.JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27.SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28.THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29.ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30.PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31.AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
GUIDA, a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Meagan A. Guida, President and CFO
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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Executive Vice PresidentBernard McInally, Executive Vice President
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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
12/31/2024
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 (“Agreement”) is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the City of Carlsbad,
California, a municipal corporation ("City"), and CPM Partners, Inc., a California corporation
("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in construction
management and inspection for vertical projects.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed vertical construction management and inspection.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERMThe term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description maybe granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
Attachment AQ
PSA25-3818CMI
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June
PSA25-3818CMI
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(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties.
Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates
specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
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Engineer approves otherwise, Contractor shall process all project documents through Procore because
this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used
by Contractor to provide services under this Agreement will not be considered employees of City for any
purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements. 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
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applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Jennifer Chapman Name Alex Janecek
Title Senior Contract Administrator Title Vice President
Dept Public Works/CM&I Address 523 Encinitas Blvd., #200
CITY OF CARLSBAD Encinitas, CA 92024
Address 1635 Faraday Ave. Phone 310-989-3104
Carlsbad, CA 92008 Email 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 regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
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responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California CPM Partners, Inc., a California corporation
By: By:
(sign here) KEITH BLACKBURN, Mayor
Maribel Janecek, President & CFO
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed vertical construction management and inspection services in
accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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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
PS25-3818CMI; 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 $0%
2
3
4
5
Exhibit B - Rate Schedule
* Denotes employees/classifications that are subject to CA prevailing wage. Rates above are
day-shift straight-time rates.
PS25-3818CMI; Exhibit "A" (cont.)
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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 0%
2
3
4
5
Exhibit B - Rate Schedule
Fee SchedulePS25-3818CMI; 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
2
3
4
5
Exhibit B - Rate Schedule
Fee SchedulePS25-3818CMI; 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 SchedulePS25-3818CMI; 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 SchedulePS25-3818CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION
NEW CITY CONSULTING, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the City of Carlsbad,
California, a municipal corporation ("City"), and New City Consulting, Inc., a California corporation
("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in construction
management and inspection for vertical projects.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed vertical construction management and inspection.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description maybe granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
Attachment AR
PSA25-3820CMI
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(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties.
Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates
specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
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Engineer approves otherwise, Contractor shall process all project documents through Procore because
this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used
by Contractor to provide services under this Agreement will not be considered employees of City for any
purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements. 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
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applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Jennifer Chapman Name Patrick Nolan
Title Senior Contract Administrator Title President
Dept Public Works/CM&I Address 31959 Via Ararat Drive
CITY OF CARLSBAD Bonsall, CA 92003
Address 1635 Faraday Ave. Phone 858-254-2949
Carlsbad, CA 92008 Email 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 regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
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responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California NEW CITY CONSULTING, INC., a California
corporation
By: By:
(sign here) KEITH BLACKBURN, Mayor
Patrick Nolan,
President and Chief Financial Officer
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed vertical construction management and inspection services in
accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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Staff
NAME TITLE HOURLY RATE
1 Senior Construction Manager $233.00
2 Construction Manager $198.00
3 Senior Construction Inspector $185.00
4 Assistant Construction Manager $166.00
5 Certified Payroll Compliance $145.00
6
7
8
9
10
11
12
Sub-Consultants: CPM Partners
NAME/FIRM TITLE HOURLY RATE
1 RE, Sr. Scheduler, Sr. Claims $240.00
2 RE, Inspector $233.00
3 ARE, Inspector $224.00
4 OE, Inspector $224.00
5 Scheduler, Claims Support $181.00
Expenses
DESCRIPTION COST % MARKUP
1 Only Where Allowable per
Contract 10%
2
3
4
5
Rate Schedule
Firm Name
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Names of staff
not required per
Addendum No. 2
Q&A set.
Names of staff not required
per Addendum No. 2
Q&A set.
CPM Partners,
Encinitas, CA
PSA25-3820CMI - Exhibit "A" (Cont.)
Docusign Envelope ID: 803AB693-BA0D-4638-AAE7-27EB975B8560
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
WĂŐĞϭŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
D^d Z'Z D Ed&KZ^ͲE s Zd/>KE^dZhd/KEDE' D EdE/E^W d/KE
^,E / ZD͕/E͘
d,/^'Z D Ed;͞ŐƌĞĞŵĞŶƚ͟ͿŝƐŵĂĚĞĂŶĚĞŶƚĞƌĞĚŝŶƚŽĂƐŽĨƚŚĞͺͺͺͺͺͺͺͺͺͺͺͺͺͺĚĂLJŽĨ
ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ͕ ϮϬϮϱ͕ ďƵƚ ĞĨĨĞĐƚŝǀĞ ƵŐƵƐƚ ϭϴ͕ ϮϬϮϱ͕ ďLJ ĂŶĚ ďĞƚǁĞĞŶ ƚŚĞ ŝƚLJ ŽĨ ĂƌůƐďĂĚ͕
ĂůŝĨŽƌŶŝĂ͕ Ă ŵƵŶŝĐŝƉĂů ĐŽƌƉŽƌĂƚŝŽŶ ;ΗŝƚLJΗͿ͕ ĂŶĚ ^ĐŚŶĞŝĚĞƌ D͕ /ŶĐ͕͘ Ă ĂůŝĨŽƌŶŝĂ ĐŽƌƉŽƌĂƚŝŽŶ
;ΗŽŶƚƌĂĐƚŽƌΗͿ͘
Z /d>^
͘ ŝƚLJƌĞƋƵŝƌĞƐƚŚĞƉƌŽĨĞƐƐŝŽŶĂůƐĞƌǀŝĐĞƐŽĨĂĐŽŶƐƵůƚĂŶƚƚŚĂƚŝƐĞdžƉĞƌŝĞŶĐĞĚŝŶĐŽŶƐƚƌƵĐƚŝŽŶ
ŵĂŶĂŐĞŵĞŶƚĂŶĚŝŶƐƉĞĐƚŝŽŶĨŽƌǀĞƌƚŝĐĂůƉƌŽũĞĐƚƐ͘
͘ dŚĞƉƌŽĨĞƐƐŝŽŶĂůƐĞƌǀŝĐĞƐĂƌĞƌĞƋƵŝƌĞĚŽŶĂŶŽŶͲĞdžĐůƵƐŝǀĞ͕ƉƌŽũĞĐƚͲďLJͲƉƌŽũĞĐƚďĂƐŝƐ͘
͘ ŽŶƚƌĂĐƚŽƌŚĂƐƚŚĞŶĞĐĞƐƐĂƌLJĞdžƉĞƌŝĞŶĐĞŝŶƉƌŽǀŝĚŝŶŐƉƌŽĨĞƐƐŝŽŶĂůƐĞƌǀŝĐĞƐĂŶĚĂĚǀŝĐĞ
ƌĞůĂƚĞĚƚŽĂƐͲŶĞĞĚĞĚǀĞƌƚŝĐĂůĐŽŶƐƚƌƵĐƚŝŽŶŵĂŶĂŐĞŵĞŶƚĂŶĚŝŶƐƉĞĐƚŝŽŶ͘
͘ ŽŶƚƌĂĐƚŽƌŚĂƐƐƵďŵŝƚƚĞĚĂƉƌŽƉŽƐĂůƚŽƚŚĞĐŝƚLJƌĞƐƉŽŶƐŝǀĞƚŽZĞƋƵĞƐƚĨŽƌYƵĂůŝĨŝĐĂƚŝŽŶƐ
Z&YϮϱͲϯϲϳϭD/ĂŶĚŚĂƐĂĨĨŝƌŵĞĚŝƚƐǁŝůůŝŶŐŶĞƐƐĂŶĚĂďŝůŝƚLJƚŽƉĞƌĨŽƌŵƐƵĐŚǁŽƌŬĂƐŽƵƚůŝŶĞĚŝŶƚŚĞ
ZĞƋƵĞƐƚĨŽƌYƵĂůŝĨŝĐĂƚŝŽŶƐ͘
EKt͕d, Z &KZ ͕ŝŶĐŽŶƐŝĚĞƌĂƚŝŽŶŽĨƚŚĞƐĞƌĞĐŝƚĂůƐĂŶĚƚŚĞŵƵƚƵĂůĐŽǀĞŶĂŶƚƐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐ
ŐƌĞĞŵĞŶƚ͕ŝƚLJĂŶĚŽŶƚƌĂĐƚŽƌĂŐƌĞĞĂƐĨŽůůŽǁƐ͗
ϭ͘ ^KW K&tKZ<
ŝƚLJƌĞƚĂŝŶƐŽŶƚƌĂĐƚŽƌƚŽƉĞƌĨŽƌŵ͕ĂŶĚŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŽƌĞŶĚĞƌ͕ƚŚŽƐĞƐĞƌǀŝĐĞƐ;Η^ĞƌǀŝĐĞƐΗͿƚŚĂƚĂƌĞ
ĚĞĨŝŶĞĚ ŝŶ ĂƚƚĂĐŚĞĚ džŚŝďŝƚ Η͕Η ǁŚŝĐŚ ŝƐ ŝŶĐŽƌƉŽƌĂƚĞĚ ďLJ ƚŚŝƐ ƌĞĨĞƌĞŶĐĞ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ƚŚŝƐ
ŐƌĞĞŵĞŶƚ͛ƐƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐ͘
ŽŶƚƌĂĐƚŽƌ͛ƐŽďůŝŐĂƚŝŽŶƐǁŝƚŚƌĞƐƉĞĐƚƚŽĂŶLJƉƌŽũĞĐƚŐƌĂŶƚĞĚƚŽŽŶƚƌĂĐƚŽƌƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞ
ĂƐƐƉĞĐŝĨŝĞĚŝŶƚŚĞdĂƐŬĞƐĐƌŝƉƚŝŽŶĨŽƌƚŚĞƉƌŽũĞĐƚ;ƐĞĞƉĂƌĂŐƌĂƉŚϱďĞůŽǁͿ͘
Ϯ͘ ^dEZK&W Z&KZDE
tŚŝůĞ ƉĞƌĨŽƌŵŝŶŐ ƚŚĞ ^ĞƌǀŝĐĞƐ͕ ŽŶƚƌĂĐƚŽƌ ǁŝůů ĞdžĞƌĐŝƐĞ ƚŚĞ ƌĞĂƐŽŶĂďůĞ ƉƌŽĨĞƐƐŝŽŶĂů ĐĂƌĞ ĂŶĚ ƐŬŝůů
ĐƵƐƚŽŵĂƌŝůLJĞdžĞƌĐŝƐĞĚďLJƌĞƉƵƚĂďůĞŵĞŵďĞƌƐŽĨŽŶƚƌĂĐƚŽƌΖƐƉƌŽĨĞƐƐŝŽŶƉƌĂĐƚŝĐŝŶŐŝŶƚŚĞDĞƚƌŽƉŽůŝƚĂŶ
^ŽƵƚŚĞƌŶ ĂůŝĨŽƌŶŝĂ ĂƌĞĂ͕ ĂŶĚ ǁŝůů ƵƐĞ ƌĞĂƐŽŶĂďůĞ ĚŝůŝŐĞŶĐĞ ĂŶĚ ďĞƐƚ ũƵĚŐŵĞŶƚ ǁŚŝůĞ ĞdžĞƌĐŝƐŝŶŐ ŝƚƐ
ƉƌŽĨĞƐƐŝŽŶĂůƐŬŝůůĂŶĚĞdžƉĞƌƚŝƐĞ͘
ϯ͘ d ZD
dŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞĞĨĨĞĐƚŝǀĞĨƌŽŵƚŚĞĚĂƚĞĨŝƌƐƚĂďŽǀĞǁƌŝƚƚĞŶƚŽƵŐ͘ϭϳ͕ϮϬϮϴ͘dŚĞŝƚLJ
DĂŶĂŐĞƌŵĂLJĂŵĞŶĚƚŚĞŐƌĞĞŵĞŶƚƚŽĞdžƚĞŶĚŝƚĨŽƌƚǁŽ;ϮͿĂĚĚŝƚŝŽŶĂůŽŶĞ;ϭͿLJĞĂƌƉĞƌŝŽĚƐŽƌƉĂƌƚƐŽĨ
ĂLJĞĂƌ͘ džƚĞŶƐŝŽŶƐǁŝůůďĞďĂƐĞĚƵƉŽŶĂƐĂƚŝƐĨĂĐƚŽƌLJƌĞǀŝĞǁŽĨŽŶƚƌĂĐƚŽƌ͛ƐƉĞƌĨŽƌŵĂŶĐĞ͕ŝƚLJŶĞĞĚƐ͕ĂŶĚ
ĂƉƉƌŽƉƌŝĂƚŝŽŶŽĨĨƵŶĚƐďLJƚŚĞŝƚLJŽƵŶĐŝů͘dŚĞƉĂƌƚŝĞƐǁŝůůƉƌĞƉĂƌĞĂǁƌŝƚƚĞŶĂŵĞŶĚŵĞŶƚŝŶĚŝĐĂƚŝŶŐƚŚĞ
ĞĨĨĞĐƚŝǀĞĚĂƚĞĂŶĚůĞŶŐƚŚŽĨƚŚĞĞdžƚĞŶĚĞĚŐƌĞĞŵĞŶƚ͘
ϰ͘ WZK'Z ^^EKDW> d/KE
dŚĞǁŽƌŬĨŽƌĂŶLJƉƌŽũĞĐƚŐƌĂŶƚĞĚƚŽŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞŐŝŶǁŝƚŚŝŶƚĞŶ;ϭϬͿĚĂLJƐ
ĂĨƚĞƌƌĞĐĞŝƉƚŽĨŶŽƚŝĨŝĐĂƚŝŽŶƚŽƉƌŽĐĞĞĚďLJŝƚLJĂŶĚďĞĐŽŵƉůĞƚĞĚǁŝƚŚŝŶƚŚĞƚŝŵĞƐƉĞĐŝĨŝĞĚŝŶƚŚĞdĂƐŬ
ĞƐĐƌŝƉƚŝŽŶĨŽƌƚŚĞƉƌŽũĞĐƚ;ƐĞĞƉĂƌĂŐƌĂƉŚϱďĞůŽǁͿ͘ džƚĞŶƐŝŽŶƐŽĨƚŝŵĞĨŽƌĂƐƉĞĐŝĨŝĐdĂƐŬĞƐĐƌŝƉƚŝŽŶŵĂLJďĞŐƌĂŶƚĞĚŝĨƌĞƋƵĞƐƚĞĚďLJŽŶƚƌĂĐƚŽƌĂŶĚĂŐƌĞĞĚƚŽŝŶǁƌŝƚŝŶŐďLJƚŚĞŝƚLJDĂŶĂŐĞƌŽƌƚŚĞŝǀŝƐŝŽŶŝƌĞĐƚŽƌ
Attachment AS
W^ϮϱͲϯϴϭϵD/
June 24, 2025 Item #6 Page 631 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
June
27th
W^ϮϱͲϯϴϭϵD/
WĂŐĞϮŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
;͞ŝƌĞĐƚŽƌ͟ͿĂƐĂƵƚŚŽƌŝnjĞĚďLJƚŚĞŝƚLJDĂŶĂŐĞƌ͘dŚĞŝƚLJDĂŶĂŐĞƌŽƌŝƌĞĐƚŽƌǁŝůůŐŝǀĞĂůůŽǁĂŶĐĞĨŽƌ
ĚŽĐƵŵĞŶƚĞĚĂŶĚƐƵďƐƚĂŶƚŝĂƚĞĚƵŶĨŽƌĞƐĞĞĂďůĞĂŶĚƵŶĂǀŽŝĚĂďůĞĚĞůĂLJƐŶŽƚĐĂƵƐĞĚďLJĂůĂĐŬŽĨĨŽƌĞƐŝŐŚƚ
ŽŶƚŚĞƉĂƌƚŽĨŽŶƚƌĂĐƚŽƌ͕ŽƌĚĞůĂLJƐĐĂƵƐĞĚďLJŝƚLJŝŶĂĐƚŝŽŶŽƌŽƚŚĞƌĂŐĞŶĐŝĞƐΖůĂĐŬŽĨƚŝŵĞůLJĂĐƚŝŽŶ͘/ŶŶŽĞǀĞŶƚƐŚĂůůĂƐƉĞĐŝĨŝĐdĂƐŬĞƐĐƌŝƉƚŝŽŶĞdžĐĞĞĚƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
ϱ͘ KDW E^d/KE
dŚĞĐƵŵƵůĂƚŝǀĞƚŽƚĂůĨŽƌĂůůƉƌŽũĞĐƚƐĂůůŽǁĞĚƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůŶŽƚĞdžĐĞĞĚĞŝŐŚƚŚƵŶĚƌĞĚƚŚŽƵƐĂŶĚĚŽůůĂƌƐ;ΨϴϬϬ͕ϬϬϬͿƉĞƌŐƌĞĞŵĞŶƚLJĞĂƌ͘/ĨƚŚĞŝƚLJĞdžƚĞŶĚƐƚŚĞŐƌĞĞŵĞŶƚƉƵƌƐƵĂŶƚƚŽ^ĞĐƚŝŽŶϯ͕ƚŚĞĐŽƐƚƐŽĨƐĞƌǀŝĐĞƐŵĂLJŝŶĐƌĞĂƐĞďLJĂŵĂdžŝŵƵŵŽĨϮйƉĞƌŐƌĞĞŵĞŶƚLJĞĂƌ͕ŝĨĂŐƌĞĞĚƚŽďLJďŽƚŚƉĂƌƚŝĞƐ͘
&ĞĞƐǁŝůůďĞƉĂŝĚŽŶĂƉƌŽũĞĐƚͲďLJͲƉƌŽũĞĐƚďĂƐŝƐĂŶĚǁŝůůďĞďĂƐĞĚŽŶŽŶƚƌĂĐƚŽƌ͛Ɛ^ĐŚĞĚƵůĞŽĨZĂƚĞƐ
ƐƉĞĐŝĨŝĞĚŝŶ džŚŝďŝƚ͘͟͞WĂLJŵĞŶƚƚĞƌŵƐĂƌĞEĞƚϯϬƵŶůĞƐƐŽƚŚĞƌǁŝƐĞƉƌŽǀŝĚĞĚŝŶ džŚŝďŝƚ͟͞ŽƌĂŐƌĞĞĚƚŽ
ŝŶǁƌŝƚŝŶŐďLJƚŚĞƉĂƌƚŝĞƐ͘WƌŝŽƌƚŽŝŶŝƚŝĂƚŝŽŶŽĨĂŶLJƉƌŽũĞĐƚǁŽƌŬďLJŽŶƚƌĂĐƚŽƌ͕ŝƚLJƐŚĂůůƉƌĞƉĂƌĞĂWƌŽũĞĐƚdĂƐŬĞƐĐƌŝƉƚŝŽŶĂŶĚ&ĞĞůůŽƚŵĞŶƚ;ΗdĂƐŬĞƐĐƌŝƉƚŝŽŶΗͿǁŚŝĐŚ͕ƵƉŽŶƐŝŐŶĂƚƵƌĞďLJŽŶƚƌĂĐƚŽƌĂŶĚĨŽƌŝƚLJ͕ƚŚĞŝƚLJDĂŶĂŐĞƌŽƌŝƌĞĐƚŽƌ͕ǁŝůůďĞĐŽŶƐŝĚĞƌĞĚĂƉĂƌƚŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘dŚĞdĂƐŬĞƐĐƌŝƉƚŝŽŶǁŝůůŝŶĐůƵĚĞ
ĂĚĞƚĂŝůĞĚƐĐŽƉĞŽĨƐĞƌǀŝĐĞƐĨŽƌƚŚĞƉĂƌƚŝĐƵůĂƌƉƌŽũĞĐƚďĞŝŶŐĐŽŶƐŝĚĞƌĞĚĂŶĚĂƐƚĂƚĞŵĞŶƚŽĨŽŶƚƌĂĐƚŽƌΖƐ
ĨĞĞƚŽĐŽŵƉůĞƚĞƚŚĞƉƌŽũĞĐƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐƉĞĐŝĨŝĞĚƐĐŽƉĞŽĨƐĞƌǀŝĐĞƐ͘dŚĞdĂƐŬĞƐĐƌŝƉƚŝŽŶǁŝůůĂůƐŽŝŶĐůƵĚĞĂĚĞƐĐƌŝƉƚŝŽŶŽĨƚŚĞŵĞƚŚŽĚŽĨƉĂLJŵĞŶƚĂŶĚǁŝůůďĞďĂƐĞĚƵƉŽŶĂŶŚŽƵƌůLJƌĂƚĞ͕ƉĞƌĐĞŶƚĂŐĞŽĨƉƌŽũĞĐƚĐŽŵƉůĞƚĞ͕ĐŽŵƉůĞƚŝŽŶŽĨƐƉĞĐŝĨŝĐƉƌŽũĞĐƚƚĂƐŬƐŽƌĂĐŽŵďŝŶĂƚŝŽŶŽĨƚŚĞƐĞ͘
ϲ͘Wh>/tKZ<^ϲ͘ϭ WƌĞǀĂŝůŝŶŐ tĂŐĞ ZĂƚĞƐ͘ ŶLJ ĐŽŶƐƚƌƵĐƚŝŽŶ͕ ĂůƚĞƌĂƚŝŽŶ͕ ĚĞŵŽůŝƚŝŽŶ͕ ƌĞƉĂŝƌ͕ ĂŶĚ ŵĂŝŶƚĞŶĂŶĐĞ ǁŽƌŬ͕ŝŶĐůƵĚŝŶŐǁŽƌŬƉĞƌĨŽƌŵĞĚĚƵƌŝŶŐĚĞƐŝŐŶĂŶĚƉƌĞĐŽŶƐƚƌƵĐƚŝŽŶƐƵĐŚĂƐŝŶƐƉĞĐƚŝŽŶĂŶĚůĂŶĚƐƵƌǀĞLJŝŶŐǁŽƌŬ͕
ĐƵŵƵůĂƚŝǀĞůLJĞdžĐĞĞĚŝŶŐΨϭ͕ϬϬϬĂŶĚƉĞƌĨŽƌŵĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĐŽŶƐƚŝƚƵƚĞ͞ƉƵďůŝĐǁŽƌŬƐ͟ƵŶĚĞƌ
ĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ^ĞĐƚŝŽŶϭϳϮϬĞƚƐĞƋ͘ĂŶĚĂƌĞƐƵďũĞĐƚƚŽƐƚĂƚĞƉƌĞǀĂŝůŝŶŐǁĂŐĞůĂǁƐ͘dŚĞŐĞŶĞƌĂůƉƌĞǀĂŝůŝŶŐƌĂƚĞŽĨǁĂŐĞƐ͕ĨŽƌĞĂĐŚĐƌĂĨƚŽƌƚLJƉĞŽĨǁŽƌŬĞƌŶĞĞĚĞĚƚŽĞdžĞĐƵƚĞƚŚĞĐŽŶƚƌĂĐƚ͕ƐŚĂůůďĞƚŚŽƐĞĂƐĚĞƚĞƌŵŝŶĞĚďLJƚŚĞŝƌĞĐƚŽƌŽĨ/ŶĚƵƐƚƌŝĂůZĞůĂƚŝŽŶƐƉƵƌƐƵĂŶƚƚŽƚŚĞ^ĞĐƚŝŽŶϭϳϳϬ͕ϭϳϳϯĂŶĚϭϳϳϯ͘ϭŽĨ
ƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ͘WƵƌƐƵĂŶƚƚŽ^ĞĐƚŝŽŶϭϳϳϯ͘ϮŽĨƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ͕ĂĐƵƌƌĞŶƚĐŽƉLJŽĨ
ĂƉƉůŝĐĂďůĞǁĂŐĞƌĂƚĞƐŝƐŽŶĨŝůĞŝŶƚŚĞŽĨĨŝĐĞŽĨƚŚĞŝƚLJ ŶŐŝŶĞĞƌ͘ŽŶƚƌĂĐƚŽƌƐŚĂůůŶŽƚƉĂLJůĞƐƐƚŚĂŶƚŚĞƐƉĞĐŝĨŝĞĚƉƌĞǀĂŝůŝŶŐƌĂƚĞƐŽĨǁĂŐĞƐƚŽĂůůƐƵĐŚǁŽƌŬĞƌƐĞŵƉůŽLJĞĚďLJŽŶƚƌĂĐƚŽƌŝŶƚŚĞĞdžĞĐƵƚŝŽŶŽĨƚŚĞŐƌĞĞŵĞŶƚ͘ŽŶƚƌĂĐƚŽƌĂŶĚĂŶLJƐƵďĐŽŶƚƌĂĐƚŽƌƐƐŚĂůůĐŽŵƉůLJǁŝƚŚ^ĞĐƚŝŽŶϭϳϳϲŽĨƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌ
ŽĚĞ͕ǁŚŝĐŚŐĞŶĞƌĂůůLJƌĞƋƵŝƌĞƐŬĞĞƉŝŶŐĂĐĐƵƌĂƚĞƉĂLJƌŽůůƌĞĐŽƌĚƐ͕ǀĞƌŝĨLJŝŶŐĂŶĚĐĞƌƚŝĨLJŝŶŐƉĂLJƌŽůůƌĞĐŽƌĚƐ͕
ĂŶĚŵĂŬŝŶŐƚŚĞŵĂǀĂŝůĂďůĞĨŽƌŝŶƐƉĞĐƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌƐŚĂůůƌĞƋƵŝƌĞĂŶLJƐƵďĐŽŶƚƌĂĐƚŽƌƐƚŽĐŽŵƉůLJǁŝƚŚ^ĞĐƚŝŽŶϭϳϳϲ͘
ϲ͘Ϯ/ZZĞŐŝƐƚƌĂƚŝŽŶ͘ĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ^ĞĐƚŝŽŶϭϳϮϱ͘ϱƌĞƋƵŝƌĞƐƚŚĞŽŶƚƌĂĐƚŽƌĂŶĚĂŶLJƐƵďĐŽŶƚƌĂĐƚŽƌ
ƉĞƌĨŽƌŵŝŶŐ ĂŶLJ ƉƵďůŝĐ ǁŽƌŬ ƵŶĚĞƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ƚŽ ďĞ ĐƵƌƌĞŶƚůLJ ƌĞŐŝƐƚĞƌĞĚ ǁŝƚŚ ƚŚĞ ĂůŝĨŽƌŶŝĂĞƉĂƌƚŵĞŶƚŽĨ/ŶĚƵƐƚƌŝĂůZĞůĂƚŝŽŶƐ;/ZͿ͕ĂƐƐƉĞĐŝĨŝĞĚŝŶĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ^ĞĐƚŝŽŶϭϳϮϱ͘ϱ͘ĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ^ĞĐƚŝŽŶϭϳϳϭ͘ϭƉƌŽǀŝĚĞƐƚŚĂƚĂĐŽŶƚƌĂĐƚŽƌŽƌƐƵďĐŽŶƚƌĂĐƚŽƌƐŚĂůůŶŽƚďĞƋƵĂůŝĨŝĞĚƚŽĞŶŐĂŐĞŝŶ
ƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨĂŶLJĐŽŶƚƌĂĐƚĨŽƌƉƵďůŝĐǁŽƌŬƵŶůĞƐƐĐƵƌƌĞŶƚůLJƌĞŐŝƐƚĞƌĞĚĂŶĚƋƵĂůŝĨŝĞĚƚŽƉĞƌĨŽƌŵ
ƉƵďůŝĐǁŽƌŬƉƵƌƐƵĂŶƚƚŽĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ^ĞĐƚŝŽŶϭϳϮϱ͘ϱ͘WƌŝŽƌƚŽƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƉƵďůŝĐǁŽƌŬďLJ
ĂŶLJƐƵďĐŽŶƚƌĂĐƚŽƌƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͕ŽŶƚƌĂĐƚŽƌŵƵƐƚĨƵƌŶŝƐŚŝƚLJǁŝƚŚƚŚĞƐƵďĐŽŶƚƌĂĐƚŽƌΖƐĐƵƌƌĞŶƚ/ZƌĞŐŝƐƚƌĂƚŝŽŶŶƵŵďĞƌ͘
ϳ͘ KE^dZhd/KEDE' D Ed^K&dtZ
WƌŽĐŽƌĞ WƌŽũĞĐƚ DĂŶĂŐĞŵĞŶƚ ĂŶĚ ŽůůĂďŽƌĂƚŝŽŶ ^LJƐƚĞŵ͘ dŚŝƐ ƉƌŽũĞĐƚ ŵĂLJ ƵƚŝůŝnjĞ ŝƚLJ͛Ɛ WƌŽĐŽƌĞ
;ǁǁǁ͘ƉƌŽĐŽƌĞ͘ĐŽŵͿŽŶůŝŶĞƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚĂŶĚĚŽĐƵŵĞŶƚĐŽŶƚƌŽůƉůĂƚĨŽƌŵ͘dŚĞŝŶƚĞŶƚŽĨƵƚŝůŝnjŝŶŐ
WƌŽĐŽƌĞŝƐƚŽƌĞĚƵĐĞĐŽƐƚĂŶĚƐĐŚĞĚƵůĞƌŝƐŬ͕ŝŵƉƌŽǀĞƋƵĂůŝƚLJĂŶĚƐĂĨĞƚLJ͕ĂŶĚŵĂŝŶƚĂŝŶĂŚĞĂůƚŚLJƚĞĂŵ
ĚLJŶĂŵŝĐ ďLJ ŝŵƉƌŽǀŝŶŐ ŝŶĨŽƌŵĂƚŝŽŶ ĨůŽǁ͕ ƌĞĚƵĐŝŶŐ ŶŽŶͲƉƌŽĚƵĐƚŝǀĞĂĐƚŝǀŝƚŝĞƐ͕ ƌĞĚƵĐŝŶŐ ƌĞǁŽƌŬ ĂŶĚ
ĚĞĐƌĞĂƐŝŶŐƚƵƌŶĂƌŽƵŶĚƚŝŵĞƐ͘ŽŶƚƌĂĐƚŽƌŝƐƌĞƋƵŝƌĞĚƚŽĐƌĞĂƚĞĂĨƌĞĞǁĞďͲďĂƐĞĚWƌŽĐŽƌĞƵƐĞƌĂĐĐŽƵŶƚ;ƐͿ
ĂŶĚƵƚŝůŝnjĞǁĞďͲďĂƐĞĚƚƌĂŝŶŝŶŐͬƚƵƚŽƌŝĂůƐ;ĂƐŶĞĞĚĞĚͿƚŽďĞĐŽŵĞĨĂŵŝůŝĂƌǁŝƚŚƚŚĞƐLJƐƚĞŵ͘hŶůĞƐƐƚŚĞŝƚLJ
June 24, 2025 Item #6 Page 632 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
W^ϮϱͲϯϴϭϵD/
WĂŐĞϯŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ŶŐŝŶĞĞƌĂƉƉƌŽǀĞƐŽƚŚĞƌǁŝƐĞ͕ŽŶƚƌĂĐƚŽƌƐŚĂůůƉƌŽĐĞƐƐĂůůƉƌŽũĞĐƚĚŽĐƵŵĞŶƚƐƚŚƌŽƵŐŚWƌŽĐŽƌĞďĞĐĂƵƐĞ
ƚŚŝƐƉůĂƚĨŽƌŵǁŝůůďĞƵƐĞĚƚŽƐƵďŵŝƚ͕ƚƌĂĐŬ͕ĚŝƐƚƌŝďƵƚĞĂŶĚĐŽůůĂďŽƌĂƚĞŽŶƉƌŽũĞĐƚƐ͘/ĨƵŶĨĂŵŝůŝĂƌŽƌŶŽƚ
ŽƚŚĞƌǁŝƐĞƚƌĂŝŶĞĚǁŝƚŚWƌŽĐŽƌĞ͕ŽŶƚƌĂĐƚŽƌĂŶĚĂƉƉůŝĐĂďůĞƚĞĂŵŵĞŵďĞƌƐƐŚĂůůĐŽŵƉůĞƚĞĂĨƌĞĞƚƌĂŝŶŝŶŐ
ĐĞƌƚŝĨŝĐĂƚŝŽŶĐŽƵƌƐĞůŽĐĂƚĞĚĂƚŚƚƚƉ͗ͬͬůĞĂƌŶ͘ƉƌŽĐŽƌĞ͘ĐŽŵͬƉƌŽĐŽƌĞͲĐĞƌƚŝĨŝĐĂƚŝŽŶͲƐƵďĐŽŶƚƌĂĐƚŽƌ͘ŽŶƚƌĂĐƚŽƌ
ŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌĂƚƚĂŝŶŝŶŐŽŶƚƌĂĐƚŽƌ͛ƐŽǁŶWƌŽĐŽƌĞƐƵƉƉŽƌƚ͕ĂƐŶĞĞĚĞĚ͕ĞŝƚŚĞƌƚŚƌŽƵŐŚƚŚĞŽŶůŝŶĞ
ƚƌĂŝŶŝŶŐŽƌƌĞĂĐŚŝŶŐŽƵƚƚŽƚŚĞWƌŽĐŽƌĞƐƵƉƉŽƌƚƚĞĂŵ͘/ƚǁŝůůďĞƚŚĞƌĞƐƉŽŶƐŝďŝůŝƚLJŽĨŽŶƚƌĂĐƚŽƌƚŽƌĞŐƵůĂƌůLJ
ĐŚĞĐŬWƌŽĐŽƌĞĂŶĚƌĞǀŝĞǁƵƉĚĂƚĞĚĚŽĐƵŵĞŶƚƐĂƐƚŚĞLJĂƌĞĂĚĚĞĚ͘dŚĞƌĞǁŝůůďĞŶŽĐŽƐƚƚŽŽŶƚƌĂĐƚŽƌĨŽƌ
ƵƐĞŽĨWƌŽĐŽƌĞ͘
/ƚ ŝƐ ƌĞĐŽŵŵĞŶĚĞĚ ƚŚĂƚ ŽŶƚƌĂĐƚŽƌ ƉƌŽǀŝĚĞ ŵŽďŝůĞ ĂĐĐĞƐƐ ĨŽƌ tŝŶĚŽǁƐ͕ ŝK^ ůŽĐĂƚĞĚ Ăƚ
ŚƚƚƉƐ͗ͬͬĂƉƉƐ͘ĂƉƉůĞ͘ĐŽŵͬƵƐͬĂƉƉͬƉƌŽĐŽƌĞͲĐŽŶƐƚƌƵĐƚŝŽŶͲŵĂŶĂŐĞŵĞŶƚͬŝĚϯϳϰϵϯϬϱϰϮ Žƌ ŶĚƌŽŝĚ ĚĞǀŝĐĞƐ
ůŽĐĂƚĞĚĂƚŚƚƚƉƐ͗ͬͬƉůĂLJ͘ŐŽŽŐůĞ͘ĐŽŵͬƐƚŽƌĞͬĂƉƉƐͬĚĞƚĂŝůƐ͍ŝĚсĐŽŵ͘ƉƌŽĐŽƌĞ͘ĂĐƚŝǀŝƚŝĞƐǁŝƚŚƚŚĞWƌŽĐŽƌĞƉƉ
ŝŶƐƚĂůůĞĚ ƚŽ Ăƚ ůĞĂƐƚ ŽŶĞ ŽŶͲƐŝƚĞ ŝŶĚŝǀŝĚƵĂů ƚŽ ƉƌŽǀŝĚĞ ƌĞĂůͲƚŝŵĞ ĂĐĐĞƐƐ ƚŽ ĐƵƌƌĞŶƚ ƉŽƐƚĞĚ ĚƌĂǁŝŶŐƐ͕
ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ƌĞƋƵĞƐƚƐĨŽƌŝŶĨŽƌŵĂƚŝŽŶ͕ƐƵďŵŝƚƚĂůƐ͕ƐĐŚĞĚƵůĞƐ͕ĐŚĂŶŐĞŽƌĚĞƌƐ͕ƉƌŽũĞĐƚĚŽĐƵŵĞŶƚƐ͕ĂƐǁĞůů
ĂƐĂŶLJĚĞĨŝĐŝĞŶƚŽďƐĞƌǀĂƚŝŽŶƐŽƌƉƵŶĐŚůŝƐƚŝƚĞŵƐ͘WƌŽǀŝĚŝŶŐŵŽďŝůĞĂĐĐĞƐƐǁŝůůŝŵƉƌŽǀĞĐŽŵŵƵŶŝĐĂƚŝŽŶ͕
ĞĨĨŝĐŝĞŶĐLJ͕ĂŶĚƉƌŽĚƵĐƚŝǀŝƚLJĨŽƌĂůůƉĂƌƚŝĞƐ͘dŚĞƵƐĞŽĨWƌŽĐŽƌĞĨŽƌƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚĚŽĞƐŶŽƚƌĞůŝĞǀĞ
ŽŶƚƌĂĐƚŽƌŽĨĂŶLJŽƚŚĞƌƌĞƋƵŝƌĞŵĞŶƚƐĂƐŵĂLJďĞƐƉĞĐŝĨŝĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚŽƌdĂƐŬĞƐĐƌŝƉƚŝŽŶƐ͘
ϴ͘ ^ddh^K&KEdZdKZ
ŽŶƚƌĂĐƚŽƌǁŝůůƉĞƌĨŽƌŵƚŚĞ^ĞƌǀŝĐĞƐŝŶŽŶƚƌĂĐƚŽƌΖƐŽǁŶǁĂLJĂƐĂŶŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌĂŶĚŝŶƉƵƌƐƵŝƚŽĨŽŶƚƌĂĐƚŽƌΖƐŝŶĚĞƉĞŶĚĞŶƚĐĂůůŝŶŐ͕ĂŶĚŶŽƚĂƐĂŶĞŵƉůŽLJĞĞŽĨŝƚLJ͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƵŶĚĞƌƚŚĞĐŽŶƚƌŽůŽĨŝƚLJŽŶůLJĂƐƚŽƚŚĞƌĞƐƵůƚƚŽďĞĂĐĐŽŵƉůŝƐŚĞĚ͕ďƵƚǁŝůůĐŽŶƐƵůƚǁŝƚŚŝƚLJĂƐŶĞĐĞƐƐĂƌLJ͘dŚĞƉĞƌƐŽŶƐƵƐĞĚ
ďLJŽŶƚƌĂĐƚŽƌƚŽƉƌŽǀŝĚĞƐĞƌǀŝĐĞƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůŶŽƚďĞĐŽŶƐŝĚĞƌĞĚĞŵƉůŽLJĞĞƐŽĨŝƚLJĨŽƌĂŶLJ
ƉƵƌƉŽƐĞƐ͘dŚĞƉĂLJŵĞŶƚŵĂĚĞƚŽŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƚŚĞĨƵůůĂŶĚĐŽŵƉůĞƚĞĐŽŵƉĞŶƐĂƚŝŽŶ
ƚŽǁŚŝĐŚŽŶƚƌĂĐƚŽƌŝƐĞŶƚŝƚůĞĚ͘ŝƚLJǁŝůůŶŽƚŵĂŬĞĂŶLJĨĞĚĞƌĂůŽƌƐƚĂƚĞƚĂdžǁŝƚŚŚŽůĚŝŶŐƐŽŶďĞŚĂůĨŽĨ
ŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽLJĞĞƐŽƌƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ŝƚLJǁŝůůŶŽƚďĞƌĞƋƵŝƌĞĚƚŽƉĂLJĂŶLJǁŽƌŬĞƌƐΖĐŽŵƉĞŶƐĂƚŝŽŶŝŶƐƵƌĂŶĐĞŽƌƵŶĞŵƉůŽLJŵĞŶƚĐŽŶƚƌŝďƵƚŝŽŶƐŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌŽƌŝƚƐĞŵƉůŽLJĞĞƐŽƌƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ ŽŶƚƌĂĐƚŽƌ ĂŐƌĞĞƐ ƚŽ ŝŶĚĞŵŶŝĨLJ ŝƚLJ ǁŝƚŚŝŶ ƚŚŝƌƚLJ ;ϯϬͿ ĚĂLJƐ ĨŽƌ ĂŶLJ ƚĂdž͕ ƌĞƚŝƌĞŵĞŶƚĐŽŶƚƌŝďƵƚŝŽŶ͕ ƐŽĐŝĂů ƐĞĐƵƌŝƚLJ͕ ŽǀĞƌƚŝŵĞ ƉĂLJŵĞŶƚ͕ ƵŶĞŵƉůŽLJŵĞŶƚ ƉĂLJŵĞŶƚ Žƌ ǁŽƌŬĞƌƐΖ ĐŽŵƉĞŶƐĂƚŝŽŶ
ƉĂLJŵĞŶƚǁŚŝĐŚŝƚLJŵĂLJďĞƌĞƋƵŝƌĞĚƚŽŵĂŬĞŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌŽƌĂŶLJĂŐĞŶƚ͕ĞŵƉůŽLJĞĞ͕Žƌ
ƐƵďĐŽŶƚƌĂĐƚŽƌŽĨŽŶƚƌĂĐƚŽƌĨŽƌǁŽƌŬĚŽŶĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ƚƚŚĞŝƚLJ͛ƐĞůĞĐƚŝŽŶ͕ŝƚLJŵĂLJĚĞĚƵĐƚƚŚĞŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶĂŵŽƵŶƚĨƌŽŵĂŶLJďĂůĂŶĐĞŽǁŝŶŐƚŽŽŶƚƌĂĐƚŽƌ͘
ϵ͘KEdZdKZ s>hd/KE^
tŽƌŬƉĞƌĨŽƌŵĞĚƵŶĚĞƌƚŚŝƐDĂƐƚĞƌ^ĞƌǀŝĐĞƐŐƌĞĞŵĞŶƚŵĂLJďĞƐƵďũĞĐƚƚŽƚŚĞŝƚLJ͛ƐĐŽŶƚƌĂĐƚŽƌĞǀĂůƵĂƚŝŽŶƉƌŽŐƌĂŵ͘ WƌŝŽƌ ƚŽ ƚŚĞ ƌĞůĞĂƐĞ ŽĨ ĂŶLJ ƚĂƐŬ ŽƌĚĞƌƐ͕ ƚŚĞ ŽŶƚƌĂĐƚŽƌ ǁŝůů ďĞ ŶŽƚŝĨŝĞĚ ŽĨ ƚŚĞ ƉƌŽŐƌĂŵƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚǁŝůůƌĞĐĞŝǀĞĂĐŽƉLJŽĨƚŚĞĞǀĂůƵĂƚŝŽŶĐƌŝƚĞƌŝĂĂŶĚƉƌŽĐĞƐƐ͘dŚĞŽŶƚƌĂĐƚŽƌ͛ƐƉĞƌĨŽƌŵĂŶĐĞ
ŵĂLJďĞĞǀĂůƵĂƚĞĚĂŶĚƚŚĞƌĞƐƵůƚƐǁŝůůďĞĐŽŶƐŝĚĞƌĞĚĨŽƌĨƵƚƵƌĞƚĂƐŬŽƌĚĞƌƐŽƌĂŐƌĞĞŵĞŶƚƐ͘
ϭϬ͘ ^hKEdZd/E'
ŽŶƚƌĂĐƚŽƌǁŝůůŶŽƚƐƵďĐŽŶƚƌĂĐƚĂŶLJƉŽƌƚŝŽŶŽĨƚŚĞ^ĞƌǀŝĐĞƐǁŝƚŚŽƵƚƉƌŝŽƌǁƌŝƚƚĞŶĂƉƉƌŽǀĂůŽĨŝƚLJ͘/Ĩ
ŽŶƚƌĂĐƚŽƌƐƵďĐŽŶƚƌĂĐƚƐĂŶLJŽĨƚŚĞ^ĞƌǀŝĐĞƐ͕ŽŶƚƌĂĐƚŽƌǁŝůůďĞĨƵůůLJƌĞƐƉŽŶƐŝďůĞƚŽŝƚLJĨŽƌƚŚĞĂĐƚƐĂŶĚŽŵŝƐƐŝŽŶƐŽĨŽŶƚƌĂĐƚŽƌΖƐƐƵďĐŽŶƚƌĂĐƚŽƌĂŶĚŽĨƚŚĞƉĞƌƐŽŶƐĞŝƚŚĞƌĚŝƌĞĐƚůLJŽƌŝŶĚŝƌĞĐƚůLJĞŵƉůŽLJĞĚďLJƚŚĞƐƵďĐŽŶƚƌĂĐƚŽƌ͕ĂƐŽŶƚƌĂĐƚŽƌŝƐĨŽƌƚŚĞĂĐƚƐĂŶĚŽŵŝƐƐŝŽŶƐŽĨƉĞƌƐŽŶƐĚŝƌĞĐƚůLJĞŵƉůŽLJĞĚďLJŽŶƚƌĂĐƚŽƌ͘
EŽƚŚŝŶŐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůĐƌĞĂƚĞĂŶLJĐŽŶƚƌĂĐƚƵĂůƌĞůĂƚŝŽŶƐŚŝƉďĞƚǁĞĞŶĂŶLJƐƵďĐŽŶƚƌĂĐƚŽƌ
ŽĨŽŶƚƌĂĐƚŽƌĂŶĚŝƚLJ͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƉĂLJŵĞŶƚŽĨƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ŽŶƚƌĂĐƚŽƌǁŝůůďŝŶĚ
June 24, 2025 Item #6 Page 633 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
W^ϮϱͲϯϴϭϵD/
WĂŐĞϰŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ĞǀĞƌLJ ƐƵďĐŽŶƚƌĂĐƚŽƌ ĂŶĚ ĞǀĞƌLJ ƐƵďĐŽŶƚƌĂĐƚŽƌ ŽĨ Ă ƐƵďĐŽŶƚƌĂĐƚŽƌďLJ ƚŚĞ ƚĞƌŵƐ ŽĨ ƚŚŝƐ ŐƌĞĞŵĞŶƚ
ĂƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚŽƌΖƐǁŽƌŬƵŶůĞƐƐƐƉĞĐŝĨŝĐĂůůLJŶŽƚĞĚƚŽƚŚĞĐŽŶƚƌĂƌLJŝŶƚŚĞƐƵďĐŽŶƚƌĂĐƚĂŶĚĂƉƉƌŽǀĞĚ
ŝŶǁƌŝƚŝŶŐďLJŝƚLJ͘ϭϭ͘ Kd, ZKEdZdKZ^
dŚĞŝƚLJƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽĞŵƉůŽLJŽƚŚĞƌŽŶƚƌĂĐƚŽƌƐŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚĞ^ĞƌǀŝĐĞƐ͘
ϭϮ͘ /E DE/&/d/KE
ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŽĚĞĨĞŶĚ;ǁŝƚŚĐŽƵŶƐĞůĂƉƉƌŽǀĞĚďLJƚŚĞŝƚLJͿ͕ŝŶĚĞŵŶŝĨLJ͕ĂŶĚŚŽůĚŚĂƌŵůĞƐƐƚŚĞŝƚLJ
ĂŶĚŝƚƐŽĨĨŝĐĞƌƐ͕ĞůĞĐƚĞĚĂŶĚĂƉƉŽŝŶƚĞĚŽĨĨŝĐŝĂůƐ͕ĞŵƉůŽLJĞĞƐĂŶĚǀŽůƵŶƚĞĞƌƐĨƌŽŵĂŶĚĂŐĂŝŶƐƚĂůůĐůĂŝŵƐ͕ĚĂŵĂŐĞƐ͕ůŽƐƐĞƐĂŶĚĞdžƉĞŶƐĞƐŝŶĐůƵĚŝŶŐĂƚƚŽƌŶĞLJ͛ƐĨĞĞƐĂƌŝƐŝŶŐŽƵƚŽĨƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞǁŽƌŬĚĞƐĐƌŝďĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚdĂƐŬĞƐĐƌŝƉƚŝŽŶƐĐĂƵƐĞĚďLJĂŶLJǁŝůůĨƵůŵŝƐĐŽŶĚƵĐƚŽƌŶĞŐůŝŐĞŶƚĂĐƚŽƌ
ŽŵŝƐƐŝŽŶŽĨƚŚĞŽŶƚƌĂĐƚŽƌ͕ĂŶLJƐƵďĐŽŶƚƌĂĐƚŽƌ͕ĂŶLJŽŶĞĚŝƌĞĐƚůLJŽƌŝŶĚŝƌĞĐƚůLJĞŵƉůŽLJĞĚďLJĂŶLJŽĨƚŚĞŵŽƌ
ĂŶLJŽŶĞĨŽƌǁŚŽƐĞĂĐƚƐĂŶLJŽĨƚŚĞŵŵĂLJďĞůŝĂďůĞ͘
/Ĩ ŽŶƚƌĂĐƚŽƌ͛Ɛ ŽďůŝŐĂƚŝŽŶ ƚŽ ĚĞĨĞŶĚ͕ ŝŶĚĞŵŶŝĨLJ͕ ĂŶĚͬŽƌ ŚŽůĚ ŚĂƌŵůĞƐƐ ĂƌŝƐĞƐ ŽƵƚ ŽĨ ŽŶƚƌĂĐƚŽƌ͛Ɛ
ƉĞƌĨŽƌŵĂŶĐĞĂƐĂ͞ĚĞƐŝŐŶƉƌŽĨĞƐƐŝŽŶĂů͟;ĂƐƚŚĂƚƚĞƌŵŝƐĚĞĨŝŶĞĚƵŶĚĞƌ ĂůŝĨŽƌŶŝĂŝǀŝůŽĚĞ^ĞĐƚŝŽŶ
ϮϳϴϮ͘ϴͿ͕ƚŚĞŶ͕ĂŶĚŽŶůLJƚŽƚŚĞĞdžƚĞŶƚƌĞƋƵŝƌĞĚďLJĂůŝĨŽƌŶŝĂŝǀŝůŽĚĞ^ĞĐƚŝŽŶϮϳϴϮ͘ϴ͕ǁŚŝĐŚŝƐĨƵůůLJ
ŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͕ŽŶƚƌĂĐƚŽƌ͛ƐŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶŽďůŝŐĂƚŝŽŶƐŚĂůůďĞůŝŵŝƚĞĚƚŽĐůĂŝŵƐƚŚĂƚ
ĂƌŝƐĞŽƵƚŽĨ͕ƉĞƌƚĂŝŶƚŽ͕ŽƌƌĞůĂƚĞƚŽƚŚĞŶĞŐůŝŐĞŶĐĞ͕ƌĞĐŬůĞƐƐŶĞƐƐ͕ŽƌǁŝůůĨƵůŵŝƐĐŽŶĚƵĐƚŽĨƚŚĞŽŶƚƌĂĐƚŽƌ͕
ĂŶĚ͕ƵƉŽŶŽŶƚƌĂĐƚŽƌŽďƚĂŝŶŝŶŐĂĨŝŶĂůĂĚũƵĚŝĐĂƚŝŽŶďLJĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌ͛Ɛ
ůŝĂďŝůŝƚLJĨŽƌƐƵĐŚĐůĂŝŵ͕ŝŶĐůƵĚŝŶŐƚŚĞĐŽƐƚƚŽĚĞĨĞŶĚ͕ƐŚĂůůŶŽƚĞdžĐĞĞĚƚŚĞŽŶƚƌĂĐƚŽƌ͛ƐƉƌŽƉŽƌƚŝŽŶĂƚĞ
ƉĞƌĐĞŶƚĂŐĞŽĨĨĂƵůƚ͘
dŚĞƉĂƌƚŝĞƐĞdžƉƌĞƐƐůLJĂŐƌĞĞƚŚĂƚĂŶLJƉĂLJŵĞŶƚ͕ĂƚƚŽƌŶĞLJƐĨĞĞ͕ĐŽƐƚŽƌĞdžƉĞŶƐĞŝƚLJŝŶĐƵƌƐŽƌŵĂŬĞƐƚŽŽƌŽŶďĞŚĂůĨŽĨĂŶŝŶũƵƌĞĚĞŵƉůŽLJĞĞƵŶĚĞƌƚŚĞŝƚLJ͛ƐƐĞůĨͲĂĚŵŝŶŝƐƚĞƌĞĚǁŽƌŬĞƌƐ͛ĐŽŵƉĞŶƐĂƚŝŽŶƉƌŽŐƌĂŵŝƐ
ŝŶĐůƵĚĞĚĂƐĂůŽƐƐ͕ĞdžƉĞŶƐĞŽƌĐŽƐƚĨŽƌƚŚĞƉƵƌƉŽƐĞƐŽĨƚŚŝƐƐĞĐƚŝŽŶ͕ĂŶĚƚŚĂƚƚŚŝƐƐĞĐƚŝŽŶǁŝůůƐƵƌǀŝǀĞƚŚĞ
ĞdžƉŝƌĂƚŝŽŶŽƌĞĂƌůLJƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
ϭϯ͘ /E^hZE
ŽŶƚƌĂĐƚŽƌǁŝůůŽďƚĂŝŶĂŶĚŵĂŝŶƚĂŝŶĨŽƌƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞŐƌĞĞŵĞŶƚĂŶĚĂŶLJĂŶĚĂůůĂŵĞŶĚŵĞŶƚƐ͕ŝŶƐƵƌĂŶĐĞĂŐĂŝŶƐƚĐůĂŝŵƐĨŽƌŝŶũƵƌŝĞƐƚŽƉĞƌƐŽŶƐŽƌĚĂŵĂŐĞƚŽƉƌŽƉĞƌƚLJǁŚŝĐŚŵĂLJĂƌŝƐĞŽƵƚŽĨŽƌŝŶĐŽŶŶĞĐƚŝŽŶ ǁŝƚŚƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞƐĞƌǀŝĐĞƐ ďLJŽŶƚƌĂĐƚŽƌ ŽƌŽŶƚƌĂĐƚŽƌ͛ƐĂŐĞŶƚƐ͕ ƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐ͕
ĞŵƉůŽLJĞĞƐŽƌƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘dŚĞŝŶƐƵƌĂŶĐĞǁŝůůďĞŽďƚĂŝŶĞĚĨƌŽŵĂŶŝŶƐƵƌĂŶĐĞĐĂƌƌŝĞƌĂĚŵŝƚƚĞĚĂŶĚ
ĂƵƚŚŽƌŝnjĞĚƚŽĚŽďƵƐŝŶĞƐƐŝŶƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͘dŚĞŝŶƐƵƌĂŶĐĞĐĂƌƌŝĞƌŝƐƌĞƋƵŝƌĞĚƚŽŚĂǀĞĂĐƵƌƌĞŶƚĞƐƚΖƐ<ĞLJZĂƚŝŶŐŽĨŶŽƚůĞƐƐƚŚĂŶΗͲ͗s//Η͖KZǁŝƚŚĂƐƵƌƉůƵƐůŝŶĞŝŶƐƵƌĞƌŽŶƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͛Ɛ>ŝƐƚŽĨƉƉƌŽǀĞĚ^ƵƌƉůƵƐ>ŝŶĞ/ŶƐƵƌĞƌƐ;>^>/ͿǁŝƚŚĂƌĂƚŝŶŐŝŶƚŚĞůĂƚĞƐƚĞƐƚ͛Ɛ<ĞLJZĂƚŝŶŐ'ƵŝĚĞŽĨĂƚůĞĂƐƚ͗͞y͖͟
KZĂŶĂůŝĞŶŶŽŶͲĂĚŵŝƚƚĞĚŝŶƐƵƌĞƌůŝƐƚĞĚďLJƚŚĞEĂƚŝŽŶĂůƐƐŽĐŝĂƚŝŽŶŽĨ/ŶƐƵƌĂŶĐĞŽŵŵŝƐƐŝŽŶĞƌƐ;E/Ϳ
ůĂƚĞƐƚƋƵĂƌƚĞƌůLJůŝƐƚŝŶŐƐƌĞƉŽƌƚ͘ϭϯ͘ϭ ŽǀĞƌĂŐĞƐ ĂŶĚ >ŝŵŝƚƐ͘ ŽŶƚƌĂĐƚŽƌ ǁŝůů ŵĂŝŶƚĂŝŶ ƚŚĞ ƚLJƉĞƐ ŽĨ ĐŽǀĞƌĂŐĞƐ ĂŶĚ ŵŝŶŝŵƵŵ ůŝŵŝƚƐ
ŝŶĚŝĐĂƚĞĚ ďĞůŽǁ͕ ƵŶůĞƐƐ ZŝƐŬ DĂŶĂŐĞƌ Žƌ ŝƚLJ DĂŶĂŐĞƌ ĂƉƉƌŽǀĞƐ Ă ůŽǁĞƌ ĂŵŽƵŶƚ͘ dŚĞƐĞ ŵŝŶŝŵƵŵ
ĂŵŽƵŶƚƐŽĨĐŽǀĞƌĂŐĞǁŝůůŶŽƚĐŽŶƐƚŝƚƵƚĞĂŶLJůŝŵŝƚĂƚŝŽŶƐŽƌĐĂƉŽŶŽŶƚƌĂĐƚŽƌΖƐŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶŽďůŝŐĂƚŝŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ŝƚLJ͕ŝƚƐŽĨĨŝĐĞƌƐ͕ĂŐĞŶƚƐĂŶĚĞŵƉůŽLJĞĞƐŵĂŬĞŶŽƌĞƉƌĞƐĞŶƚĂƚŝŽŶƚŚĂƚƚŚĞůŝŵŝƚƐŽĨƚŚĞŝŶƐƵƌĂŶĐĞƐƉĞĐŝĨŝĞĚƚŽďĞĐĂƌƌŝĞĚďLJŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞĂĚĞƋƵĂƚĞƚŽƉƌŽƚĞĐƚ
ŽŶƚƌĂĐƚŽƌ͘/ĨŽŶƚƌĂĐƚŽƌďĞůŝĞǀĞƐƚŚĂƚĂŶLJƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞŝƐŝŶĂĚĞƋƵĂƚĞ͕ŽŶƚƌĂĐƚŽƌǁŝůů
ŽďƚĂŝŶƐƵĐŚĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞ͕ĂƐŽŶƚƌĂĐƚŽƌĚĞĞŵƐĂĚĞƋƵĂƚĞ͕ĂƚŽŶƚƌĂĐƚŽƌΖƐƐŽůĞĞdžƉĞŶƐĞ͘dŚĞĨƵůůůŝŵŝƚƐĂǀĂŝůĂďůĞƚŽƚŚĞŶĂŵĞĚŝŶƐƵƌĞĚƐŚĂůůĂůƐŽďĞĂǀĂŝůĂďůĞĂŶĚĂƉƉůŝĐĂďůĞƚŽƚŚĞŝƚLJĂƐĂŶĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĞĚ͘
June 24, 2025 Item #6 Page 634 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
W^ϮϱͲϯϴϭϵD/
WĂŐĞϱŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ϭϯ͘ϭ͘ϭ ŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚLJ;'>Ϳ/ŶƐƵƌĂŶĐĞ͘/ŶƐƵƌĂŶĐĞǁƌŝƚƚĞŶŽŶĂŶ͞ŽĐĐƵƌƌĞŶĐĞ͟ďĂƐŝƐ͕
ŝŶĐůƵĚŝŶŐƉĞƌƐŽŶĂůĂŶĚĂĚǀĞƌƚŝƐŝŶŐŝŶũƵƌLJ͕ǁŝƚŚůŝŵŝƚƐŶŽůĞƐƐƚŚĂŶΨϮ͕ϬϬϬ͕ϬϬϬƉĞƌŽĐĐƵƌƌĞŶĐĞ͘/ĨĂŐĞŶĞƌĂů
ĂŐŐƌĞŐĂƚĞůŝŵŝƚĂƉƉůŝĞƐ͕ĞŝƚŚĞƌƚŚĞŐĞŶĞƌĂůĂŐŐƌĞŐĂƚĞůŝŵŝƚƐŚĂůůĂƉƉůLJƐĞƉĂƌĂƚĞůLJƚŽƚŚŝƐƉƌŽũĞĐƚͬůŽĐĂƚŝŽŶ
ŽƌƚŚĞŐĞŶĞƌĂůĂŐŐƌĞŐĂƚĞůŝŵŝƚƐŚĂůůďĞƚǁŝĐĞƚŚĞƌĞƋƵŝƌĞĚŽĐĐƵƌƌĞŶĐĞůŝŵŝƚ͘
ϭϯ͘ϭ͘Ϯ ƵƚŽŵŽďŝůĞ>ŝĂďŝůŝƚLJ͘;/ĨƚŚĞƵƐĞŽĨĂŶĂƵƚŽŵŽďŝůĞŝƐŝŶǀŽůǀĞĚĨŽƌŽŶƚƌĂĐƚŽƌΖƐǁŽƌŬĨŽƌ
ŝƚLJͿ͘ΨϮ͕ϬϬϬ͕ϬϬϬĐŽŵďŝŶĞĚƐŝŶŐůĞͲůŝŵŝƚƉĞƌĂĐĐŝĚĞŶƚĨŽƌďŽĚŝůLJŝŶũƵƌLJĂŶĚƉƌŽƉĞƌƚLJĚĂŵĂŐĞ͘
ϭϯ͘ϭ͘ϯ tŽƌŬĞƌƐΖ ŽŵƉĞŶƐĂƚŝŽŶ ĂŶĚ ŵƉůŽLJĞƌΖƐ >ŝĂďŝůŝƚLJ͘ tŽƌŬĞƌƐΖ ŽŵƉĞŶƐĂƚŝŽŶ ůŝŵŝƚƐ ĂƐ
ƌĞƋƵŝƌĞĚďLJƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ͘tŽƌŬĞƌƐΖŽŵƉĞŶƐĂƚŝŽŶǁŝůůŶŽƚďĞƌĞƋƵŝƌĞĚŝĨŽŶƚƌĂĐƚŽƌŚĂƐŶŽ
ĞŵƉůŽLJĞĞƐĂŶĚƉƌŽǀŝĚĞƐ͕ƚŽŝƚLJΖƐƐĂƚŝƐĨĂĐƚŝŽŶ͕ĂĚĞĐůĂƌĂƚŝŽŶƐƚĂƚŝŶŐƚŚŝƐ͘
ϭϯ͘ϭ͘ϰ WƌŽĨĞƐƐŝŽŶĂů>ŝĂďŝůŝƚLJ͘ ƌƌŽƌƐĂŶĚŽŵŝƐƐŝŽŶƐůŝĂďŝůŝƚLJĂƉƉƌŽƉƌŝĂƚĞƚŽŽŶƚƌĂĐƚŽƌ͛ƐƉƌŽĨĞƐƐŝŽŶ
ǁŝƚŚůŝŵŝƚƐŽĨŶŽƚůĞƐƐƚŚĂŶΨϭ͕ϬϬϬ͕ϬϬϬƉĞƌĐůĂŝŵ͘ŽǀĞƌĂŐĞŵƵƐƚďĞŵĂŝŶƚĂŝŶĞĚĨŽƌĂƉĞƌŝŽĚŽĨĨŝǀĞLJĞĂƌƐ
ĨŽůůŽǁŝŶŐƚŚĞĚĂƚĞŽĨĐŽŵƉůĞƚŝŽŶŽĨƚŚĞǁŽƌŬ͘
ϭϯ͘Ϯ͘ ĚĚŝƚŝŽŶĂůWƌŽǀŝƐŝŽŶƐ͘ŽŶƚƌĂĐƚŽƌǁŝůůĞŶƐƵƌĞƚŚĂƚƚŚĞƉŽůŝĐŝĞƐŽĨŝŶƐƵƌĂŶĐĞƌĞƋƵŝƌĞĚƵŶĚĞƌƚŚŝƐ
ŐƌĞĞŵĞŶƚĐŽŶƚĂŝŶ͕ŽƌĂƌĞĞŶĚŽƌƐĞĚƚŽĐŽŶƚĂŝŶ͕ƚŚĞĨŽůůŽǁŝŶŐƉƌŽǀŝƐŝŽŶƐ͗
ϭϯ͘Ϯ͘ϭ dŚĞŝƚLJǁŝůůďĞŶĂŵĞĚĂƐĂŶĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĞĚŽŶŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚLJǁŚŝĐŚ
ƐŚĂůůƉƌŽǀŝĚĞƉƌŝŵĂƌLJĐŽǀĞƌĂŐĞƚŽƚŚĞŝƚLJ͘
ϭϯ͘Ϯ͘Ϯ ŽŶƚƌĂĐƚŽƌǁŝůůŽďƚĂŝŶŽĐĐƵƌƌĞŶĐĞĐŽǀĞƌĂŐĞ͕ĞdžĐůƵĚŝŶŐWƌŽĨĞƐƐŝŽŶĂů>ŝĂďŝůŝƚLJ͕ǁŚŝĐŚǁŝůůďĞ
ǁƌŝƚƚĞŶĂƐĐůĂŝŵƐͲŵĂĚĞĐŽǀĞƌĂŐĞ͘
ϭϯ͘Ϯ͘ϯ /ĨŽŶƚƌĂĐƚŽƌŵĂŝŶƚĂŝŶƐŚŝŐŚĞƌůŝŵŝƚƐƚŚĂŶƚŚĞŵŝŶŝŵƵŵƐƐŚŽǁŶĂďŽǀĞ͕ƚŚĞŝƚLJƌĞƋƵŝƌĞƐ
ĂŶĚǁŝůůďĞĞŶƚŝƚůĞĚƚŽĐŽǀĞƌĂŐĞĨŽƌƚŚĞŚŝŐŚĞƌůŝŵŝƚƐŵĂŝŶƚĂŝŶĞĚďLJŽŶƚƌĂĐƚŽƌ͘ŶLJĂǀĂŝůĂďůĞŝŶƐƵƌĂŶĐĞ
ƉƌŽĐĞĞĚƐŝŶĞdžĐĞƐƐŽĨƚŚĞƐƉĞĐŝĨŝĞĚŵŝŶŝŵƵŵůŝŵŝƚƐŽĨŝŶƐƵƌĂŶĐĞĂŶĚĐŽǀĞƌĂŐĞǁŝůůďĞĂǀĂŝůĂďůĞƚŽƚŚĞŝƚLJ͘͟
ϭϯ͘Ϯ͘ϰ dŚŝƐŝŶƐƵƌĂŶĐĞǁŝůůďĞŝŶĨŽƌĐĞĚƵƌŝŶŐƚŚĞůŝĨĞŽĨƚŚĞŐƌĞĞŵĞŶƚĂŶĚĂŶLJĞdžƚĞŶƐŝŽŶƐŽĨŝƚ
ĂŶĚǁŝůůŶŽƚďĞĐĂŶĐĞůĞĚǁŝƚŚŽƵƚƚŚŝƌƚLJ;ϯϬͿĚĂLJƐƉƌŝŽƌǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽŝƚLJƐĞŶƚďLJĐĞƌƚŝĨŝĞĚŵĂŝůƉƵƌƐƵĂŶƚ
ƚŽƚŚĞEŽƚŝĐĞƉƌŽǀŝƐŝŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
ϭϯ͘ϯ WƌŽǀŝĚŝŶŐĞƌƚŝĨŝĐĂƚĞƐŽĨ/ŶƐƵƌĂŶĐĞĂŶĚ ŶĚŽƌƐĞŵĞŶƚƐ͘WƌŝŽƌƚŽŝƚLJΖƐĞdžĞĐƵƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕
ŽŶƚƌĂĐƚŽƌǁŝůůĨƵƌŶŝƐŚĐĞƌƚŝĨŝĐĂƚĞƐŽĨŝŶƐƵƌĂŶĐĞĂŶĚĞŶĚŽƌƐĞŵĞŶƚƐƚŽŝƚLJ͘
ϭϯ͘ϰ &ĂŝůƵƌĞƚŽDĂŝŶƚĂŝŶŽǀĞƌĂŐĞ͘/ĨŽŶƚƌĂĐƚŽƌĨĂŝůƐƚŽŵĂŝŶƚĂŝŶĂŶLJŽĨƚŚĞƐĞŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞƐ͕
ƚŚĞŶŝƚLJǁŝůůŚĂǀĞƚŚĞŽƉƚŝŽŶƚŽĚĞĐůĂƌĞŽŶƚƌĂĐƚŽƌŝŶďƌĞĂĐŚ͕ŽƌŵĂLJƉƵƌĐŚĂƐĞƌĞƉůĂĐĞŵĞŶƚŝŶƐƵƌĂŶĐĞŽƌ
ƉĂLJƚŚĞƉƌĞŵŝƵŵƐƚŚĂƚĂƌĞĚƵĞŽŶĞdžŝƐƚŝŶŐƉŽůŝĐŝĞƐŝŶŽƌĚĞƌƚŽŵĂŝŶƚĂŝŶƚŚĞƌĞƋƵŝƌĞĚĐŽǀĞƌĂŐĞƐ͘ŽŶƚƌĂĐƚŽƌ
ŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌĂŶLJƉĂLJŵĞŶƚƐŵĂĚĞďLJŝƚLJƚŽŽďƚĂŝŶŽƌŵĂŝŶƚĂŝŶŝŶƐƵƌĂŶĐĞĂŶĚŝƚLJŵĂLJĐŽůůĞĐƚƚŚĞƐĞ
ƉĂLJŵĞŶƚƐ ĨƌŽŵ ŽŶƚƌĂĐƚŽƌ Žƌ ĚĞĚƵĐƚ ƚŚĞ ĂŵŽƵŶƚ ƉĂŝĚ ĨƌŽŵ ĂŶLJ ƐƵŵƐ ĚƵĞ ŽŶƚƌĂĐƚŽƌ ƵŶĚĞƌ ƚŚŝƐ
ŐƌĞĞŵĞŶƚ͘
ϭϯ͘ϱ ^ƵďŵŝƐƐŝŽŶŽĨ/ŶƐƵƌĂŶĐĞWŽůŝĐŝĞƐ͘ŝƚLJƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƌĞƋƵŝƌĞ͕ĂƚĂŶLJƚŝŵĞ͕ĐŽŵƉůĞƚĞĂŶĚ
ĐĞƌƚŝĨŝĞĚĐŽƉŝĞƐŽĨĂŶLJŽƌĂůůƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞƉŽůŝĐŝĞƐĂŶĚĞŶĚŽƌƐĞŵĞŶƚƐ͘
June 24, 2025 Item #6 Page 635 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
W^ϮϱͲϯϴϭϵD/
WĂŐĞϲŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ϭϰ͘ h^/E ^^>/ E^
ŽŶƚƌĂĐƚŽƌǁŝůůŽďƚĂŝŶĂŶĚŵĂŝŶƚĂŝŶĂŝƚLJŽĨĂƌůƐďĂĚƵƐŝŶĞƐƐ>ŝĐĞŶƐĞĨŽƌƚŚĞƚĞƌŵŽĨƚŚĞŐƌĞĞŵĞŶƚ͕ĂƐ
ŵĂLJďĞĂŵĞŶĚĞĚĨƌŽŵƚŝŵĞͲƚŽͲƚŝŵĞ͘
ϭϱ͘ KhEd/E'Z KZ^
ŽŶƚƌĂĐƚŽƌ ǁŝůů ŵĂŝŶƚĂŝŶ ĐŽŵƉůĞƚĞ ĂŶĚ ĂĐĐƵƌĂƚĞ ƌĞĐŽƌĚƐ ǁŝƚŚ ƌĞƐƉĞĐƚ ƚŽ ĐŽƐƚƐ ŝŶĐƵƌƌĞĚ ƵŶĚĞƌ ƚŚŝƐ
ŐƌĞĞŵĞŶƚ͘ůůƌĞĐŽƌĚƐǁŝůůďĞĐůĞĂƌůLJŝĚĞŶƚŝĨŝĂďůĞ͘ŽŶƚƌĂĐƚŽƌǁŝůůĂůůŽǁĂƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨŝƚLJĚƵƌŝŶŐ
ŶŽƌŵĂůďƵƐŝŶĞƐƐŚŽƵƌƐƚŽĞdžĂŵŝŶĞ͕ĂƵĚŝƚ͕ĂŶĚŵĂŬĞƚƌĂŶƐĐƌŝƉƚƐŽƌĐŽƉŝĞƐŽĨƌĞĐŽƌĚƐĂŶĚĂŶLJŽƚŚĞƌ
ĚŽĐƵŵĞŶƚƐ ĐƌĞĂƚĞĚ ƉƵƌƐƵĂŶƚ ƚŽ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͘ ŽŶƚƌĂĐƚŽƌ ǁŝůů ĂůůŽǁ ŝŶƐƉĞĐƚŝŽŶ ŽĨ Ăůů ǁŽƌŬ͕ ĚĂƚĂ͕
ĚŽĐƵŵĞŶƚƐ͕ƉƌŽĐĞĞĚŝŶŐƐ͕ĂŶĚĂĐƚŝǀŝƚŝĞƐƌĞůĂƚĞĚƚŽƚŚĞŐƌĞĞŵĞŶƚĨŽƌĂƉĞƌŝŽĚŽĨĨŽƵƌ;ϰͿLJĞĂƌƐĨƌŽŵƚŚĞ
ĚĂƚĞŽĨĨŝŶĂůƉĂLJŵĞŶƚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘
ϭϲ͘ KtE Z^,/WK&KhD Ed^
ůůǁŽƌŬƉƌŽĚƵĐƚƉƌŽĚƵĐĞĚďLJŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽLJĞĞƐ͕ĂŶĚƐƵďĐŽŶƚƌĂĐƚŽƌƐƉƵƌƐƵĂŶƚƚŽƚŚŝƐ
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ƌĞĐŽƌĚƐ͘
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&ŽƌŝƚLJ͗&ŽƌŽŶƚƌĂĐƚŽƌ͗
EĂŵĞ:ĞŶŶŝĨĞƌŚĂƉŵĂŶEĂŵĞZŽďĞƌƚWŽůůĞLJ
dŝƚůĞ^ĞŶŝŽƌŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌdŝƚůĞWƌŽũĞĐƚDĂŶĂŐĞƌ
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ĂƌůƐďĂĚ͕ϵϮϬϬϴ ŵĂŝůZŽďĞƌƚ͘ƉŽůůĞLJΛƐĐŚŶĞŝĚĞƌĐŵ͘ŶĞƚ
WŚŽŶĞϰϰϮͲϯϯϵͲϮϳϴϬ
ĂĐŚƉĂƌƚLJǁŝůůŶŽƚŝĨLJƚŚĞŽƚŚĞƌŝŵŵĞĚŝĂƚĞůLJŽĨĂŶLJĐŚĂŶŐĞƐŽĨĂĚĚƌĞƐƐƚŚĂƚǁŽƵůĚƌĞƋƵŝƌĞĂŶLJŶŽƚŝĐĞŽƌ
ĚĞůŝǀĞƌLJƚŽďĞĚŝƌĞĐƚĞĚƚŽĂŶŽƚŚĞƌĂĚĚƌĞƐƐ͘
ϭϵ͘ ' E Z>KDW>/E t/d,>t^ŽŶƚƌĂĐƚŽƌǁŝůůŬĞĞƉĨƵůůLJŝŶĨŽƌŵĞĚŽĨĨĞĚĞƌĂů͕ƐƚĂƚĞĂŶĚůŽĐĂůůĂǁƐĂŶĚŽƌĚŝŶĂŶĐĞƐĂŶĚƌĞŐƵůĂƚŝŽŶƐǁŚŝĐŚŝŶĂŶLJŵĂŶŶĞƌĂĨĨĞĐƚƚŚŽƐĞĞŵƉůŽLJĞĚďLJŽŶƚƌĂĐƚŽƌ͕ŽƌŝŶĂŶLJǁĂLJĂĨĨĞĐƚƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ^ĞƌǀŝĐĞƐďLJ ŽŶƚƌĂĐƚŽƌ͘ ŽŶƚƌĂĐƚŽƌ ǁŝůů Ăƚ Ăůů ƚŝŵĞƐ ŽďƐĞƌǀĞ ĂŶĚ ĐŽŵƉůLJǁŝƚŚ ƚŚĞƐĞ ůĂǁƐ͕ ŽƌĚŝŶĂŶĐĞƐ͕ ĂŶĚƌĞŐƵůĂƚŝŽŶƐĂŶĚǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞĐŽŵƉůŝĂŶĐĞŽĨŽŶƚƌĂĐƚŽƌΖƐƐĞƌǀŝĐĞƐǁŝƚŚĂůůĂƉƉůŝĐĂďůĞůĂǁƐ͕ŽƌĚŝŶĂŶĐĞƐĂŶĚƌĞŐƵůĂƚŝŽŶƐ͘
June 24, 2025 Item #6 Page 636 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
W^ϮϱͲϯϴϭϵD/
WĂŐĞϳŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
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ϮϬ͘ >/&KZE//ZZ ^KhZ ^KZ;ZͿsE > E&> d^Z 'h>d/KE^
ŽŶƚƌĂĐƚŽƌ͛ƐǀĞŚŝĐůĞƐǁŝƚŚĂŐƌŽƐƐǀĞŚŝĐůĞǁĞŝŐŚƚƌĂƚŝŶŐŐƌĞĂƚĞƌƚŚĂŶϴ͕ϱϬϬůďƐ͘ĂŶĚůŝŐŚƚͲĚƵƚLJƉĂĐŬĂŐĞ
ĚĞůŝǀĞƌLJǀĞŚŝĐůĞƐŽƉĞƌĂƚĞĚŝŶĂůŝĨŽƌŶŝĂŵĂLJďĞƐƵďũĞĐƚƚŽƚŚĞĂůŝĨŽƌŶŝĂŝƌZĞƐŽƵƌĐĞƐŽĂƌĚ;ZͿ
ĚǀĂŶĐĞĚůĞĂŶ&ůĞĞƚƐƌĞŐƵůĂƚŝŽŶƐ͘^ƵĐŚǀĞŚŝĐůĞƐŵĂLJƚŚĞƌĞĨŽƌĞďĞƐƵďũĞĐƚƚŽƌĞƋƵŝƌĞŵĞŶƚƐƚŽƌĞĚƵĐĞ
ĞŵŝƐƐŝŽŶƐŽĨĂŝƌƉŽůůƵƚĂŶƚƐ͘&ŽƌŵŽƌĞŝŶĨŽƌŵĂƚŝŽŶ͕ƉůĞĂƐĞǀŝƐŝƚƚŚĞZĚǀĂŶĐĞĚůĞĂŶ&ůĞĞƚƐǁĞďƉĂŐĞ
ĂƚŚƚƚƉƐ͗ͬͬǁǁϮ͘Ăƌď͘ĐĂ͘ŐŽǀͬŽƵƌͲǁŽƌŬͬƉƌŽŐƌĂŵƐͬĂĚǀĂŶĐĞĚͲĐůĞĂŶͲĨůĞĞƚƐ͘
Ϯϭ͘ /^Z/D/Ed/KE͕,Z^^D Ed͕EZ d>/d/KEWZK,//d ŽŶƚƌĂĐƚŽƌ ǁŝůů ĐŽŵƉůLJ ǁŝƚŚ Ăůů ĂƉƉůŝĐĂďůĞ ůŽĐĂů͕ ƐƚĂƚĞ ĂŶĚ ĨĞĚĞƌĂů ůĂǁƐ ĂŶĚ ƌĞŐƵůĂƚŝŽŶƐ ƉƌŽŚŝďŝƚŝŶŐĚŝƐĐƌŝŵŝŶĂƚŝŽŶ͕ŚĂƌĂƐƐŵĞŶƚ͕ĂŶĚƌĞƚĂůŝĂƚŝŽŶ͘
ϮϮ͘ /^Whd Z ^K>hd/KE/ĨĂĚŝƐƉƵƚĞƐŚŽƵůĚĂƌŝƐĞƌĞŐĂƌĚŝŶŐƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ^ĞƌǀŝĐĞƐ͕ƚŚĞĨŽůůŽǁŝŶŐƉƌŽĐĞĚƵƌĞǁŝůůďĞƵƐĞĚƚŽƌĞƐŽůǀĞĂŶLJƋƵĞƐƚŝŽŶƐŽĨĨĂĐƚŽƌŝŶƚĞƌƉƌĞƚĂƚŝŽŶŶŽƚŽƚŚĞƌǁŝƐĞƐĞƚƚůĞĚďLJĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐ͘ZĞƉƌĞƐĞŶƚĂƚŝǀĞƐŽĨŽŶƚƌĂĐƚŽƌŽƌŝƚLJǁŝůůƌĞĚƵĐĞƐƵĐŚƋƵĞƐƚŝŽŶƐ͕ĂŶĚƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞǀŝĞǁƐ͕ƚŽǁƌŝƚŝŶŐ͘ĐŽƉLJŽĨƐƵĐŚĚŽĐƵŵĞŶƚĞĚĚŝƐƉƵƚĞǁŝůůďĞĨŽƌǁĂƌĚĞĚƚŽďŽƚŚƉĂƌƚŝĞƐŝŶǀŽůǀĞĚĂůŽŶŐǁŝƚŚƌĞĐŽŵŵĞŶĚĞĚŵĞƚŚŽĚƐŽĨƌĞƐŽůƵƚŝŽŶ͕ǁŚŝĐŚǁŽƵůĚďĞŽĨďĞŶĞĨŝƚƚŽďŽƚŚƉĂƌƚŝĞƐ͘dŚĞƌĞƉƌĞƐĞŶƚĂƚŝǀĞƌĞĐĞŝǀŝŶŐƚŚĞůĞƚƚĞƌǁŝůůƌĞƉůLJƚŽƚŚĞůĞƚƚĞƌĂůŽŶŐǁŝƚŚĂƌĞĐŽŵŵĞŶĚĞĚŵĞƚŚŽĚŽĨƌĞƐŽůƵƚŝŽŶǁŝƚŚŝŶƚĞŶ;ϭϬͿďƵƐŝŶĞƐƐĚĂLJƐ͘/ĨƚŚĞƌĞƐŽůƵƚŝŽŶƚŚƵƐŽďƚĂŝŶĞĚŝƐƵŶƐĂƚŝƐĨĂĐƚŽƌLJƚŽƚŚĞĂŐŐƌŝĞǀĞĚƉĂƌƚLJ͕ĂůĞƚƚĞƌŽƵƚůŝŶŝŶŐƚŚĞĚŝƐƉƵƚĞƐǁŝůůďĞĨŽƌǁĂƌĚĞĚƚŽƚŚĞŝƚLJDĂŶĂŐĞƌ͘dŚĞŝƚLJDĂŶĂŐĞƌǁŝůůĐŽŶƐŝĚĞƌƚŚĞĨĂĐƚƐĂŶĚƐŽůƵƚŝŽŶƐƌĞĐŽŵŵĞŶĚĞĚďLJĞĂĐŚƉĂƌƚLJĂŶĚŵĂLJƚŚĞŶŽƉƚƚŽĚŝƌĞĐƚĂƐŽůƵƚŝŽŶƚŽƚŚĞƉƌŽďůĞŵ͘/ŶƐƵĐŚĐĂƐĞƐ͕ƚŚĞĂĐƚŝŽŶŽĨƚŚĞŝƚLJDĂŶĂŐĞƌǁŝůůďĞďŝŶĚŝŶŐƵƉŽŶƚŚĞƉĂƌƚŝĞƐŝŶǀŽůǀĞĚ͕ĂůƚŚŽƵŐŚŶŽƚŚŝŶŐŝŶƚŚŝƐƉƌŽĐĞĚƵƌĞǁŝůůƉƌŽŚŝďŝƚƚŚĞƉĂƌƚŝĞƐĨƌŽŵƐĞĞŬŝŶŐƌĞŵĞĚŝĞƐĂǀĂŝůĂďůĞƚŽƚŚĞŵĂƚůĂǁ͘
Ϯϯ͘ d ZD/Ed/KE/ŶƚŚĞĞǀĞŶƚŽĨƚŚĞŽŶƚƌĂĐƚŽƌΖƐĨĂŝůƵƌĞƚŽƉƌŽƐĞĐƵƚĞ͕ĚĞůŝǀĞƌ͕ŽƌƉĞƌĨŽƌŵƚŚĞ^ĞƌǀŝĐĞƐ͕ŝƚLJŵĂLJƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌŶŽŶƉĞƌĨŽƌŵĂŶĐĞďLJŶŽƚŝĨLJŝŶŐŽŶƚƌĂĐƚŽƌďLJĐĞƌƚŝĨŝĞĚŵĂŝůŽĨƚŚĞƚĞƌŵŝŶĂƚŝŽŶ͘/ĨŝƚLJĚĞĐŝĚĞƐƚŽĂďĂŶĚŽŶŽƌŝŶĚĞĨŝŶŝƚĞůLJƉŽƐƚƉŽŶĞƚŚĞǁŽƌŬŽƌƐĞƌǀŝĐĞƐĐŽŶƚĞŵƉůĂƚĞĚďLJƚŚŝƐŐƌĞĞŵĞŶƚ͕ŝƚLJŵĂLJƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚƵƉŽŶǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽŽŶƚƌĂĐƚŽƌ͘hƉŽŶŶŽƚŝĨŝĐĂƚŝŽŶŽĨƚĞƌŵŝŶĂƚŝŽŶ͕ŽŶƚƌĂĐƚŽƌŚĂƐĨŝǀĞ;ϱͿďƵƐŝŶĞƐƐĚĂLJƐƚŽĚĞůŝǀĞƌĂŶLJĚŽĐƵŵĞŶƚƐŽǁŶĞĚďLJŝƚLJĂŶĚĂůůǁŽƌŬŝŶƉƌŽŐƌĞƐƐƚŽŝƚLJĂƚƚŚĞĂĚĚƌĞƐƐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘ŝƚLJǁŝůůŵĂŬĞĂĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨĨĂĐƚďĂƐĞĚƵƉŽŶƚŚĞǁŽƌŬƉƌŽĚƵĐƚĚĞůŝǀĞƌĞĚƚŽŝƚLJĂŶĚŽĨƚŚĞƉĞƌĐĞŶƚĂŐĞŽĨǁŽƌŬƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐƉĞƌĨŽƌŵĞĚǁŚŝĐŚŝƐƵƐĂďůĞĂŶĚŽĨǁŽƌƚŚƚŽŝƚLJŝŶŚĂǀŝŶŐƚŚĞŐƌĞĞŵĞŶƚĐŽŵƉůĞƚĞĚ͘ĂƐĞĚƵƉŽŶƚŚĂƚĨŝŶĚŝŶŐŝƚLJǁŝůůĚĞƚĞƌŵŝŶĞƚŚĞĨŝŶĂůƉĂLJŵĞŶƚŽĨƚŚĞŐƌĞĞŵĞŶƚ͘ŝƚLJŵĂLJƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚďLJƚĞŶĚĞƌŝŶŐƚŚŝƌƚLJ;ϯϬͿĚĂLJƐǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽŽŶƚƌĂĐƚŽƌ͘ŽŶƚƌĂĐƚŽƌŵĂLJƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚďLJƚĞŶĚĞƌŝŶŐ ƚŚŝƌƚLJ;ϯϬͿĚĂLJƐǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽŝƚLJ͘/ŶƚŚĞĞǀĞŶƚŽĨƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚďLJĞŝƚŚĞƌƉĂƌƚLJĂŶĚƵƉŽŶƌĞƋƵĞƐƚŽĨŝƚLJ͕ŽŶƚƌĂĐƚŽƌǁŝůůĂƐƐĞŵďůĞƚŚĞǁŽƌŬƉƌŽĚƵĐƚĂŶĚƉƵƚŝƚŝŶŽƌĚĞƌĨŽƌƉƌŽƉĞƌĨŝůŝŶŐĂŶĚĐůŽƐŝŶŐĂŶĚĚĞůŝǀĞƌŝƚƚŽŝƚLJ͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƉĂŝĚĨŽƌǁŽƌŬƉĞƌĨŽƌŵĞĚƚŽƚŚĞƚĞƌŵŝŶĂƚŝŽŶĚĂƚĞ͖ŚŽǁĞǀĞƌ͕ƚŚĞƚŽƚĂůǁŝůůŶŽƚĞdžĐĞĞĚƚŚĞůƵŵƉƐƵŵĨĞĞƉĂLJĂďůĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ŝƚLJǁŝůůŵĂŬĞƚŚĞĨŝŶĂůĚĞƚĞƌŵŝŶĂƚŝŽŶĂƐƚŽƚŚĞƉŽƌƚŝŽŶƐŽĨƚĂƐŬƐĐŽŵƉůĞƚĞĚĂŶĚƚŚĞĐŽŵƉĞŶƐĂƚŝŽŶƚŽďĞŵĂĚĞ͘
Ϯϰ͘ Ks EEd^'/E^dKEd/E' Ed& ^ŽŶƚƌĂĐƚŽƌǁĂƌƌĂŶƚƐƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐŶŽƚĞŵƉůŽLJĞĚŽƌƌĞƚĂŝŶĞĚĂŶLJĐŽŵƉĂŶLJŽƌƉĞƌƐŽŶ͕ŽƚŚĞƌƚŚĂŶĂďŽŶĂĨŝĚĞĞŵƉůŽLJĞĞǁŽƌŬŝŶŐĨŽƌŽŶƚƌĂĐƚŽƌ͕ƚŽƐŽůŝĐŝƚŽƌƐĞĐƵƌĞƚŚŝƐŐƌĞĞŵĞŶƚ͕ĂŶĚƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐŶŽƚƉĂŝĚŽƌĂŐƌĞĞĚƚŽƉĂLJĂŶLJĐŽŵƉĂŶLJŽƌƉĞƌƐŽŶ͕ŽƚŚĞƌƚŚĂŶĂďŽŶĂĨŝĚĞĞŵƉůŽLJĞĞ͕ĂŶLJĨĞĞ͕ĐŽŵŵŝƐƐŝŽŶ͕ƉĞƌĐĞŶƚĂŐĞ͕ďƌŽŬĞƌĂŐĞĨĞĞ͕ŐŝĨƚ͕ŽƌĂŶLJŽƚŚĞƌĐŽŶƐŝĚĞƌĂƚŝŽŶĐŽŶƚŝŶŐĞŶƚƵƉŽŶ͕ŽƌƌĞƐƵůƚŝŶŐĨƌŽŵ͕ƚŚĞĂǁĂƌĚ
June 24, 2025 Item #6 Page 637 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
W^ϮϱͲϯϴϭϵD/
WĂŐĞϴŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ŽƌŵĂŬŝŶŐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘&ŽƌďƌĞĂĐŚŽƌǀŝŽůĂƚŝŽŶŽĨƚŚŝƐǁĂƌƌĂŶƚLJ͕ŝƚLJǁŝůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽĂŶŶƵůƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚůŝĂďŝůŝƚLJ͕Žƌ͕ŝŶŝƚƐĚŝƐĐƌĞƚŝŽŶ͕ƚŽĚĞĚƵĐƚĨƌŽŵƚŚĞŐƌĞĞŵĞŶƚƉƌŝĐĞŽƌĐŽŶƐŝĚĞƌĂƚŝŽŶ͕ŽƌŽƚŚĞƌǁŝƐĞƌĞĐŽǀĞƌ͕ƚŚĞĨƵůůĂŵŽƵŶƚŽĨƚŚĞĨĞĞ͕ĐŽŵŵŝƐƐŝŽŶ͕ƉĞƌĐĞŶƚĂŐĞ͕ďƌŽŬĞƌĂŐĞĨĞĞƐ͕ŐŝĨƚ͕ŽƌĐŽŶƚŝŶŐĞŶƚĨĞĞ͘
Ϯϱ͘ >/D^E>t^h/d^
LJƐŝŐŶŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͕ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂŶLJŐƌĞĞŵĞŶƚĐůĂŝŵƐƵďŵŝƚƚĞĚƚŽŝƚLJŵƵƐƚďĞĂƐƐĞƌƚĞĚĂƐƉĂƌƚŽĨƚŚĞŐƌĞĞŵĞŶƚƉƌŽĐĞƐƐĂƐƐĞƚĨŽƌƚŚŝŶƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚŶŽƚŝŶĂŶƚŝĐŝƉĂƚŝŽŶŽĨůŝƚŝŐĂƚŝŽŶŽƌŝŶĐŽŶũƵŶĐƚŝŽŶǁŝƚŚůŝƚŝŐĂƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚŝĨĂĨĂůƐĞĐůĂŝŵŝƐƐƵďŵŝƚƚĞĚƚŽŝƚLJ͕ŝƚŵĂLJďĞĐŽŶƐŝĚĞƌĞĚĨƌĂƵĚĂŶĚŽŶƚƌĂĐƚŽƌŵĂLJďĞƐƵďũĞĐƚƚŽĐƌŝŵŝŶĂůƉƌŽƐĞĐƵƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌ
ĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚĂůŝĨŽƌŶŝĂ'ŽǀĞƌŶŵĞŶƚŽĚĞ^ĞĐƚŝŽŶϭϮϲϱϬĞƚƐĞƋ͕͘ƚŚĞ&ĂůƐĞůĂŝŵƐĐƚ͕ĂƉƉůŝĞƐƚŽƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚƉƌŽǀŝĚĞƐĨŽƌĐŝǀŝůƉĞŶĂůƚŝĞƐǁŚĞƌĞĂƉĞƌƐŽŶŬŶŽǁŝŶŐůLJƐƵďŵŝƚƐĂĨĂůƐĞĐůĂŝŵƚŽĂƉƵďůŝĐ
ĞŶƚŝƚLJ͘dŚĞƐĞƉƌŽǀŝƐŝŽŶƐŝŶĐůƵĚĞĨĂůƐĞĐůĂŝŵƐŵĂĚĞǁŝƚŚĚĞůŝďĞƌĂƚĞŝŐŶŽƌĂŶĐĞŽĨƚŚĞĨĂůƐĞŝŶĨŽƌŵĂƚŝŽŶŽƌŝŶƌĞĐŬůĞƐƐĚŝƐƌĞŐĂƌĚŽĨƚŚĞƚƌƵƚŚŽƌĨĂůƐŝƚLJŽĨŝŶĨŽƌŵĂƚŝŽŶ͘/ĨŝƚLJƐĞĞŬƐƚŽƌĞĐŽǀĞƌƉĞŶĂůƚŝĞƐƉƵƌƐƵĂŶƚƚŽƚŚĞ
&ĂůƐĞ ůĂŝŵƐ Đƚ͕ ŝƚ ŝƐ ĞŶƚŝƚůĞĚ ƚŽ ƌĞĐŽǀĞƌ ŝƚƐ ůŝƚŝŐĂƚŝŽŶ ĐŽƐƚƐ͕ ŝŶĐůƵĚŝŶŐ ĂƚƚŽƌŶĞLJ͛Ɛ ĨĞĞƐ͘ ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚƚŚĞĨŝůŝŶŐŽĨĂĨĂůƐĞĐůĂŝŵŵĂLJƐƵďũĞĐƚŽŶƚƌĂĐƚŽƌƚŽĂŶĂĚŵŝŶŝƐƚƌĂƚŝǀĞĚĞďĂƌŵĞŶƚ
ƉƌŽĐĞĞĚŝŶŐĂƐƚŚĞƌĞƐƵůƚŽĨǁŚŝĐŚŽŶƚƌĂĐƚŽƌŵĂLJďĞƉƌĞǀĞŶƚĞĚƚŽĂĐƚĂƐĂŽŶƚƌĂĐƚŽƌŽŶĂŶLJƉƵďůŝĐǁŽƌŬŽƌŝŵƉƌŽǀĞŵĞŶƚĨŽƌĂƉĞƌŝŽĚŽĨƵƉƚŽĨŝǀĞ;ϱͿLJĞĂƌƐ͘ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁůĞĚŐĞƐĚĞďĂƌŵĞŶƚďLJĂŶŽƚŚĞƌ
ũƵƌŝƐĚŝĐƚŝŽŶŝƐŐƌŽƵŶĚƐĨŽƌŝƚLJƚŽƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚ͘
Ϯϲ͘ :hZ/^/d/KE^Es Eh
dŚŝƐŐƌĞĞŵĞŶƚƐŚĂůůďĞŝŶƚĞƌƉƌĞƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂǁŝƚŚŽƵƚƌĞŐĂƌĚ
ƚŽ͕ŽƌĂƉƉůŝĐĂƚŝŽŶŽĨ͕ĐŚŽŝĐĞŽĨůĂǁƌƵůĞƐŽƌƉƌŝŶĐŝƉůĞƐ͘ŶLJĂĐƚŝŽŶĂƚůĂǁŽƌŝŶĞƋƵŝƚLJďƌŽƵŐŚƚďLJĞŝƚŚĞƌŽĨ
ƚŚĞƉĂƌƚŝĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĞŶĨŽƌĐŝŶŐĂƌŝŐŚƚŽƌƌŝŐŚƚƐƉƌŽǀŝĚĞĚĨŽƌďLJƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƚƌŝĞĚŝŶĂ
ĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƚŝŽŶŝŶƚŚĞŽƵŶƚLJŽĨ^ĂŶŝĞŐŽ͕^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͕ĂŶĚƚŚĞƉĂƌƚŝĞƐǁĂŝǀĞĂůů
ƉƌŽǀŝƐŝŽŶƐŽĨůĂǁƉƌŽǀŝĚŝŶŐĨŽƌĂĐŚĂŶŐĞŽĨǀĞŶƵĞŝŶƚŚĞƐĞƉƌŽĐĞĞĚŝŶŐƐƚŽĂŶLJŽƚŚĞƌĐŽƵŶƚLJ͘
Ϯϳ͘ ^h ^^KZ^E^^/'E^
/ƚŝƐŵƵƚƵĂůůLJƵŶĚĞƌƐƚŽŽĚĂŶĚĂŐƌĞĞĚƚŚĂƚƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞďŝŶĚŝŶŐƵƉŽŶŝƚLJĂŶĚŽŶƚƌĂĐƚŽƌĂŶĚ
ƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞƐƵĐĐĞƐƐŽƌƐ͘EĞŝƚŚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŶŽƌĂŶLJƉĂƌƚŽĨŝƚŶŽƌĂŶLJŵŽŶŝĞƐĚƵĞŽƌƚŽďĞĐŽŵĞ
ĚƵĞƵŶĚĞƌŝƚŵĂLJďĞĂƐƐŝŐŶĞĚ ďLJŽŶƚƌĂĐƚŽƌǁŝƚŚŽƵƚƚŚĞ ƉƌŝŽƌ ĐŽŶƐĞŶƚŽĨŝƚLJ͕ ǁŚŝĐŚ ƐŚĂůůŶŽƚďĞ
ƵŶƌĞĂƐŽŶĂďůLJǁŝƚŚŚĞůĚ͘
Ϯϴ͘ d,/ZͲWZdzZ/',d^
EŽƚŚŝŶŐŝŶƚŚŝƐŐƌĞĞŵĞŶƚƐŚŽƵůĚďĞĐŽŶƐƚƌƵĞĚƚŽŐŝǀĞĂŶLJƌŝŐŚƚƐŽƌďĞŶĞĨŝƚƐƚŽĂŶLJƉĂƌƚLJŽƚŚĞƌƚŚĂŶƚŚĞ
ŝƚLJĂŶĚŽŶƚƌĂĐƚŽƌ͘
Ϯϵ͘ Ed/Z 'Z D Ed
dŚŝƐŐƌĞĞŵĞŶƚ͕ƚŽŐĞƚŚĞƌǁŝƚŚĂŶLJŽƚŚĞƌǁƌŝƚƚĞŶĚŽĐƵŵĞŶƚƌĞĨĞƌƌĞĚƚŽŽƌĐŽŶƚĞŵƉůĂƚĞĚďLJŝƚ͕ĂůŽŶŐǁŝƚŚ
ƚŚĞ ƉƵƌĐŚĂƐĞ ŽƌĚĞƌ ĨŽƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ĂŶĚ ŝƚƐ ƉƌŽǀŝƐŝŽŶƐ͕ ĞŵďŽĚLJ ƚŚĞ ĞŶƚŝƌĞ ŐƌĞĞŵĞŶƚ ĂŶĚ
ƵŶĚĞƌƐƚĂŶĚŝŶŐďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐƌĞůĂƚŝŶŐƚŽƚŚĞƐƵďũĞĐƚŵĂƚƚĞƌŽĨŝƚ͘/ŶĐĂƐĞŽĨĐŽŶĨůŝĐƚ͕ƚŚĞƚĞƌŵƐŽĨƚŚĞ
ŐƌĞĞŵĞŶƚƐƵƉĞƌƐĞĚĞƚŚĞƉƵƌĐŚĂƐĞŽƌĚĞƌ͘EĞŝƚŚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŶŽƌĂŶLJŽĨŝƚƐƉƌŽǀŝƐŝŽŶƐŵĂLJďĞ
ĂŵĞŶĚĞĚ͕ŵŽĚŝĨŝĞĚ͕ǁĂŝǀĞĚŽƌĚŝƐĐŚĂƌŐĞĚĞdžĐĞƉƚŝŶĂǁƌŝƚŝŶŐƐŝŐŶĞĚďLJďŽƚŚƉĂƌƚŝĞƐ͘dŚŝƐŐƌĞĞŵĞŶƚŵĂLJ
ďĞĞdžĞĐƵƚĞĚŝŶĐŽƵŶƚĞƌƉĂƌƚƐ͘
ϯϬ͘Wh>/' Ez>h^
ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂŶLJƉƵďůŝĐĂŐĞŶĐLJĂƐĚĞĨŝŶĞĚďLJĂů͘'Žǀ͘ŽĚĞƐĞĐƚŝŽŶϲϱϬϬ͕ŝĨĂƵƚŚŽƌŝnjĞĚďLJŝƚƐ
ŐŽǀĞƌŶŝŶŐďŽĚLJ͕ƐŚĂůůŚĂǀĞƚŚĞŽƉƚŝŽŶƚŽƉĂƌƚŝĐŝƉĂƚĞŝŶƚŚŝƐĐŽŶƚƌĂĐƚĂƚƚŚĞƐĂŵĞƉƌŝĐĞƐ͕ƚĞƌŵƐ͕ĂŶĚ
ĐŽŶĚŝƚŝŽŶƐ͘/ĨĂŶŽƚŚĞƌƉƵďůŝĐĂŐĞŶĐLJĐŚŽŽƐĞƐƚŽƉĂƌƚŝĐŝƉĂƚĞ͕ƚŚĞƚĞƌŵƐŚĂůůďĞĨŽƌƚŚĞƚĞƌŵŽĨƚŚŝƐĐŽŶƚƌĂĐƚ
ĂŶĚ ƐŚĂůů ďĞ ĐŽŶƚŝŶŐĞŶƚ ƵƉŽŶ ŽŶƚƌĂĐƚŽƌΖƐ ĂĐĐĞƉƚĂŶĐĞ͘ WĂƌƚŝĐŝƉĂƚŝŶŐ ƉƵďůŝĐ ĂŐĞŶĐŝĞƐ ƐŚĂůů ďĞ ƐŽůĞůLJ
June 24, 2025 Item #6 Page 638 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
W^ϮϱͲϯϴϭϵD/
WĂŐĞϵŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞƉůĂĐŝŶŐŽĨŽƌĚĞƌƐ͕ĂƌƌĂŶŐŝŶŐĨŽƌĚĞůŝǀĞƌLJĂŶĚͬŽƌƐĞƌǀŝĐĞƐ͕ĂŶĚŵĂŬŝŶŐƉĂLJŵĞŶƚƐƚŽƚŚĞ
ŽŶƚƌĂĐƚŽƌ͘dŚĞŝƚLJŽĨĂƌůƐďĂĚĂŶĚĂƌůƐďĂĚDƵŶŝĐŝƉĂůtĂƚĞƌŝƐƚƌŝĐƚƐŚĂůůŶŽƚďĞůŝĂďůĞ͕ŽƌƌĞƐƉŽŶƐŝďůĞ͕
ĨŽƌĂŶLJŽďůŝŐĂƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽĨŝŶĂŶĐŝĂůƌĞƐƉŽŶƐŝďŝůŝƚLJ͕ŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƉĂƌƚŝĐŝƉĂƚŝŽŶ
ďLJĂŶŽƚŚĞƌƉƵďůŝĐĂŐĞŶĐLJ͘
ϯϭ͘ hd,KZ/dzdŚĞŝŶĚŝǀŝĚƵĂůƐĞdžĞĐƵƚŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚƚŚĞŝŶƐƚƌƵŵĞŶƚƐƌĞĨĞƌĞŶĐĞĚŝŶŝƚŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌĞĂĐŚƌĞƉƌĞƐĞŶƚĂŶĚǁĂƌƌĂŶƚƚŚĂƚƚŚĞLJŚĂǀĞƚŚĞůĞŐĂůƉŽǁĞƌ͕ƌŝŐŚƚĂŶĚĂĐƚƵĂůĂƵƚŚŽƌŝƚLJƚŽďŝŶĚŽŶƚƌĂĐƚŽƌƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
KEdZdKZ/dzK&Z>^͕ĂŵƵŶŝĐŝƉĂůĐŽƌƉŽƌĂƚŝŽŶŽĨ
ƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ^,E / Z͕D͕/E͕͘ĂĂůŝĨŽƌŶŝĂĐŽƌƉŽƌĂƚŝŽŶ
LJ͗LJ͗
;ƐŝŐŶŚĞƌĞͿ< /d,><hZE͕DĂLJŽƌ
Ăƌů^ĐŚŶĞŝĚĞƌ͕
WƌĞƐŝĚĞŶƚĂŶĚŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ
;ƉƌŝŶƚŶĂŵĞͬƚŝƚůĞͿdd ^d͗
LJ͗^, ZZz&Z /^/E' Z͕ŝƚLJůĞƌŬ
;ƐŝŐŶŚĞƌĞͿLJ͗
ŝƌĞĐƚŽƌŽĨŽŶƐƚŝƚƵĞŶƚΘůĞƌŬ^ĞƌǀŝĐĞƐ
;ƉƌŝŶƚŶĂŵĞͬƚŝƚůĞͿ
WƌŽƉĞƌ ŶŽƚĂƌŝĂů ĂĐŬŶŽǁůĞĚŐŵĞŶƚ ŽĨ ĞdžĞĐƵƚŝŽŶ ďLJ ŽŶƚƌĂĐƚŽƌ ŵƵƐƚďĞ ĂƚƚĂĐŚĞĚ͘ /Ĩ Ă ĐŽƌƉŽƌĂƚŝŽŶ͕
ŐƌĞĞŵĞŶƚŵƵƐƚďĞƐŝŐŶĞĚďLJŽŶĞĐŽƌƉŽƌĂƚĞŽĨĨŝĐĞƌĨƌŽŵĞĂĐŚŽĨƚŚĞĨŽůůŽǁŝŶŐƚǁŽŐƌŽƵƉƐ͗
'ƌŽƵƉ'ƌŽƵƉŚĂŝƌŵĂŶ͕WƌĞƐŝĚĞŶƚ͕ŽƌsŝĐĞͲWƌĞƐŝĚĞŶƚ
^ĞĐƌĞƚĂƌLJ͕ƐƐŝƐƚĂŶƚ^ĞĐƌĞƚĂƌLJ͕&KŽƌƐƐŝƐƚĂŶƚdƌĞĂƐƵƌĞƌ
KƚŚĞƌǁŝƐĞ͕ƚŚĞĐŽƌƉŽƌĂƚŝŽŶŵƵƐƚĂƚƚĂĐŚĂƌĞƐŽůƵƚŝŽŶĐĞƌƚŝĨŝĞĚďLJƚŚĞƐĞĐƌĞƚĂƌLJŽƌĂƐƐŝƐƚĂŶƚƐĞĐƌĞƚĂƌLJƵŶĚĞƌĐŽƌƉŽƌĂƚĞƐĞĂůĞŵƉŽǁĞƌŝŶŐƚŚĞŽĨĨŝĐĞƌ;ƐͿƐŝŐŶŝŶŐƚŽďŝŶĚƚŚĞĐŽƌƉŽƌĂƚŝŽŶ͘
WWZKs ^dK&KZD͗
/E/ <͘DĐD,KE͕ŝƚLJƚƚŽƌŶĞLJ
z͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ
June 24, 2025 Item #6 Page 639 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
W^ϮϱͲϯϴϭϵD/
WĂŐĞϭϬŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
y,//d
^KW K&^ Zs/ ^E& ^
ŽŶƚƌĂĐƚŽƌ ƐŚĂůů ƉĞƌĨŽƌŵ ĂƐͲŶĞĞĚĞĚ ǀĞƌƚŝĐĂů ĐŽŶƐƚƌƵĐƚŝŽŶ ŵĂŶĂŐĞŵĞŶƚ ĂŶĚ ŝŶƐƉĞĐƚŝŽŶ ƐĞƌǀŝĐĞƐ ŝŶ
ĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞĐŝƚLJ͛ƐZĞƋƵĞƐƚĨŽƌYƵĂůŝĨŝĐĂƚŝŽŶƐ;Z&YϮϱͲϯϲϳϭD/ͿĚĂƚĞĚDĂƌĐŚϱ͕ϮϬϮϱ͘dŚĞĂŐƌĞĞĚ
ƵƉŽŶďŝůůŝŶŐƌĂƚĞƐĨŽƌƐĞƌǀŝĐĞƐŽƵƚůŝŶĞĚŝŶƐĂŝĚƉƌŽƉŽƐĂůĂƌĞĂƚƚĂĐŚĞĚŚĞƌĞƚŽ͘
ůůŚŽƵƌƐďŝůůĞĚǁŝůůďĞƉĂŝĚĂƚĂƐƚƌĂŝŐŚƚƚŝŵĞƌĂƚĞ͖ŶŽŽǀĞƌƚŝŵĞďŝůůŝŶŐĂůůŽǁĞĚ͘
,ŽƵƌƐďŝůůĞĚŽŶĂŶŽŶͲĐŽŶƚƌĂĐƚŽƌǁŽƌŬĚĂLJŵƵƐƚƌĞĐĞŝǀĞƉƌŝŽƌĂƵƚŚŽƌŝnjĂƚŝŽŶďLJĐŝƚLJƐƚĂĨĨ͘
ZĂƚĞƐĂƌĞŝŶĐůƵƐŝǀĞŽĨĞƋƵŝƉŵĞŶƚ͕ǀĞŚŝĐůĞ͕ŵŝůĞĂŐĞ͕ůĂƉƚŽƉĐŽŵƉƵƚĞƌƐǁŝƚŚǁŝƌĞůĞƐƐĐŽŶŶĞĐƚŝŽŶƐ͕ĐĞůů
ƉŚŽŶĞ͕ŝŶƐƵƌĂŶĐĞ͕ƚƌĂǀĞůƚŝŵĞ͕ĞƚĐ͘
June 24, 2025 Item #6 Page 640 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
CITY OF CARLSBAD • ON-CALL CONSTRUCTION MANAGEMENT & INSPECTION – DISCIPLINE 2 • RFQ NO. RFQ25-3671CMI
FEE PROPOSAL PAGE 1
Category Hourly Rate
SSeniorr Constructionn Managerr (withh CCMM credential,, e.g.,, Robertt Polley)$212
Constructionn Manager/Fieldd Engineerr (withoutt CCMM credential)$190
Projectt Administrativee Support $100
Estimating $190
Scheduling $190
Firmm Principall involvementt inn thee abovee categories,, wheree required $250
Reimbursable Expenses Cost
RReprographics,, ass needed Pass-through, no markup
Quality assurance and inspection are provided by the Senior Construction Manager as outlined above.
Costs are in dollars per hour, fully burdened (inclusive of mileage, travel expenses, all equipment, cell phones, laptops,
insurance, and vehicle charges, etc.).
As stipulated in the RFQ, our pricing shall remain firm for the initial three-year term. If the City elects to extend the
Agreement, the costs of services can be increased by a maximum of 2% per extension term, if agreed to by both parties.
PSA25-3819CMI - Exhibit "A" (Cont.)
June 24, 2025 Item #6 Page 641 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
PSA25-3821CMI
Page 1 City Attorney Approved Version 2/11/2025
MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION
WSP USA, Inc.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the City of Carlsbad,
California, a municipal corporation ("City"), and WSP USA, Inc., a New York corporation ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in construction
management and inspection for vertical projects.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed vertical construction management and inspection.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City
Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of
a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) daysafter receipt of notification to proceed by City and be completed within the time specified in the TaskDescription for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
Attachment AT
Docusign Envelope ID: CC03ABB9-3FED-45FB-85B9-635824C3DEAC
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred
thousand dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates
specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776. 6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number. 7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
Engineer approves otherwise, Contractor shall process all project documents through Procore because
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this platform will be used to submit, track, distribute and collaborate on projects. If unfamiliar or not
otherwise trained with Procore, Contractor and applicable team members shall complete a free training
certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor
is responsible for attaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to Contractor for
use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control
of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
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applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Jennifer Chapman Name Andrew Fiscus
Title Senior Contract Administrator Title Contract Manager
Dept Public Works/CM&I Address 9177 Sky Park Court
CITY OF CARLSBAD San Diego, CA 92123
Address 1635 Faraday Ave. Phone 760-505-5475
Carlsbad, CA 92008 Email 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 regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
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responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
CITY OF CARLSBAD, a municipal corporation of
the State of California
WSP USA, Inc., a New York corporation
By: By:
(sign here) KEITH BLACKBURN, Mayor
Andrew Fiscus, Vice President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed vertical construction management and inspection services in
accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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TITLE HOURLY RATE
1.Project Manager $190.00
2.Jr CMRE / Inspector / Material Tester $240.00
3.Jr CMRE / Inspector / Material Tester $240.00
4.Jr CMRE / Inspector / Material Tester $240.00
5.CMRE / Inspector $260.00
6.CMRE / Inspector $260.00
7.CMRE / Inspector $260.00
8.CMRE / Inspector $260.00
9.Principal Material Tester $295.00
10.Senior Environmental Scientist $305.00
11.Senior - CMRE / Inspector $300.00
12.Contract Manager $350.00
NAME FIRM TITLE HOURLY RATE
1.Chris Kelley Acrostic CMRE / Inspector $185.00
2.Christine Willson Imperium First Senior Labor Compliance $103.00
3.Christelle Olu-Coker Imperium First Labor Compliance Specialist $89.00
4.Robin Wollen La Salle Sollutions Construction Inspector $235.00
5.Enrique Castaneda La Salle Sollutions CM/RE $235.00
6.Samuel Virgil La Salle Sollutions CM/RE $235.00
7.Exavier Aguilar La Salle Sollutions CM/RE $235.00
8.Carlos Molina La Salle Sollutions CM/RE $235.00
9.Donovan Stacy La Salle Sollutions CM/RE $235.00
COST % MARKUP
1.Included in Hourly Rate None
2.Included in Hourly Rate None
3.Included in Hourly Rate None
4.Included in Hourly Rate None
5.10%
PUBLIC WORKS – REQUEST FOR QUALIFICATIONS RFQ25-3671CMI
2025 Master Agreement Consultant Services for Construction Management & Inspection Services
EXHIBIT A – MASTER AGREEMENT RATE SCHEDULE
Prices valid through initial Term of Agreement
STAFF
SUB-CONSULTANTS
EXPENSES
WSP Mileage
Imperium First Mileage
Acrostic Mileage
La Salle Mileage
Subconsultant Markup
Fiscus, Andrew
Packey, Keith
NAME
DESCRIPTION
Ramirez, Tony
Williams, Spencer
Corbala, Anna
Jaffe, Adam
Hopkins, Yvette
Seyde, Veronica
Wilson, David
Diana, Michael
Kiepe, Thomas
Mahmalji, Samir
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Attachment AU
PSA25-3788CA
1
MASTER AGREEMENT FOR
WASTEWATER ENGINEERING SERVICES
CAROLLO ENGINEERS, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but
effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"),
and Carollo Engineers, Inc., a Delaware corporation ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in wastewater
engineering services.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to wastewater engineering.
D.Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS 6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9.CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10.SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11.OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12.INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13.INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14.BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15.ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16.OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17.COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18.NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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5355 Mira Sorrento Place
San Diego CA 92122
Jweishaar@carollo.com
Jeff Weishaar
Vice President
858-245-6081
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23.TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24.COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25.CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26.JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27.SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28.THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29.ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30.PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31.AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
CAROLLO ENGINEERS, INC., a Delaware
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Jeffrey A. Weishaar,
Associate Vice President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to wastewater engineering services, as outlined in the individual
Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Design of Gravity Sewers, Lift Stations, Force Mains and Surge Protection and Odor
Control Systems.
B. Sewer System Rehabilitation.
C. Electrical Upgrades and Optimization Studies for Lift Stations.
D. Constructability Review and Development Plan Review.
E. Regulatory Agency Compliance Support/ Reports/ Studies.
Requests for work not listed above must be contracted under separate agreement.
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Wastewater Engineering Services
Services Schedule of Hourly Billing Rates
As of January 1, 2025, California
Hourly Rate
Engineers/Scientists
Assistant Professional $180
Design Engineer $190
Professional $195
Project Engineer $215
Project Professional $233
Senior Engineer $270
Lead Project Professional / Task Order Manager $280
Contract Manager $298
Senior Professional $320
Technicians
Technicians $175
Senior Technicians $190
Support Staff
Document Processing / Clerical $160
Other Direct Expenses
Travel and Subsistence at cost
Mileage at IRS Reimbursement Rate
Effective January 1, 2025 $.67 per mile
Subconsultant cost + 5%
Other Direct Cost cost + 5%
Expert Witness Rate x 2.0
This fee schedule is subject to annual revisions due to labor adjustments.
Fee Schedule
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MASTER AGREEMENT FOR
WASTEWATER ENGINEERING SERVICES
DOKKEN ENGINEERING
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and Dokken Engineering, a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in wastewater
engineering services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to wastewater engineering.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
DOKKEN ENGINEERING, a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
John A. Klemunes, President
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to wastewater engineering services, as outlined in the individual
Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Design of Gravity Sewers, Lift Stations, Force Mains and Surge Protection and Odor
Control Systems.
B. Sewer System Rehabilitation.
C. Electrical Upgrades and Optimization Studies for Lift Stations.
D. Constructability Review and Development Plan Review.
E. Regulatory Agency Compliance Support/ Reports/ Studies.
Requests for work not listed above must be contracted under separate agreement.
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HOURLY RATE
1.$205.00
2.$325.00
3.$325.00
4.$295.00
5.$255.00
6.$205.00
7.$185.00
8.$160.00
9.$135.00
10.$245.00
11.$160.00
12.$125.00
13.$285.00
14.$215.00
15.$195.00
16.$145.00
17.$115.00
18.$95.00
19.$235.00
20.$195.00
21.$125.00
22.$125.00
23.$95.00
1.
2.
3.
4.
ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement
DOKKEN ENGINEERING
NAME TITLE
Craig Pekunece, PE Contract/Project Manager
Staff Principal in Charge
Staff QA/QC Manager
Staff Senior Engineer 2
Staff Senior Engineer 1
Staff Associate Engineer 2
Staff Associate Engineer 1
Staff Assistant Engineer 2
Staff Assistant Engineer 1
Staff Senior CAD Manager
Staff CAD/Engineering Technician 2
Staff CAD/Engineering Technician 1
Staff Environmental Manager
Staff Principal Planner
Staff Senior Environmental Planner
Staff Associate Environmental Planner
Staff Environmental Planner
Staff Environmental Technician
Staff Right of Way Manager
Staff Senior Right of Way Agent
Staff Right of Way Agent
Staff Right of Way Appraiser
Staff Right of Way Assistant
SUB-CONSULTANTS
FIRM
Aguirre & Associates See attached rate schedule.
BSE Engineering See attached rate schedule.
LEE + RO See attached rate schedule.
NOVA Services See attached rate schedule.
PSA25-37 CA
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% MARKUP
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
9.0%
10.0%
11.0%
EXPENSES
DESCRIPTION COST
Outside Reproduction Actual Cost
Permit Fees Actual Cost
Public Notice Advertisements Actual Cost
Postage for Public Notice Advertisements Actual Cost
Record Search Fees / EDR Reports Actual Cost
Room and Equipment Rentals Actual Cost
Appraisals Actual Cost
Appraisal Reviews Actual Cost
Traffic Control Actual Cost
Utility Potholing Actual Cost
Title Reports Actual Cost
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AGUIRRE & ASSOCIATES
8363 CENTER DRIVE, SUITE 5A --7203
-OF-WAY ENGINEERING
SCHEDULE OF HOURLY BILLING RATES
Effective January 1, 2024
LAND SURVEYING SERVICES - OFFICE
Mickey Aguirre, Principal Land Surveyor PLS $200.00
Mike Havener, Land Surveyor LS 180.00
Kenneth Anderson, CAD Technician CAD 120.00
LAND SURVEYING SERVICES - FIELD
Marc Syverson, 1-Person Survey Crew (PW) 1PSC-PW 250.00
Marc Syverson, 1-Person Survey Crew (GPS) (PW) 1PSC-GPS-PW 250.00
Ivan Nunez, GPS Crew Assistant (PW) GPS-A-PW 245.00
Marc Syverson, Survey Crew Party Chief (PW) PC-PW 250.00
Ivan Nunez, Survey Crew Chainman (PW) CH-PW 245.00
PW = Prevailing Wage Position
DIRECT COSTS
Prints and Copies Cost
Delivery Charges Cost
Photogrammetry Cost
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
9903 Businesspark Ave, Suite 104, San Diego, CA 92131
tel 858.800.6000 fax 858.800.6001 www.BSEengineering.com
California Professional Engineers M29400 / E13353
– ATTACHMENT B MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement
STAFF
NAME TITLE HOURLY RATE
1 Alan Brown Principal Engineer $ 294.00
2 Paul Luster Principal Engineer $ 294.00
3 Ross Slocum Senior Associate $ 250.00
4 Brandon Reed Senior Associate $ 250.00
5 Bobby Rodrigues Senior Associate $ 250.00
6 Karl Fish Senior Associate $ 250.00
7 TBD Associate Engineer $ 229.00
8 Miriam Pinzon-Betancourt Senior Engineer $ 208.00
9 Jordan Katz Project Engineer $ 192.00
10 TBD Engineer II $ 159.00
11 Mathew Ballerini Engineer I $ 142.00
12 Noel Wilshusen Senior Designer $ 160.00
13 Kevin Sheppard Senior Designer $ 160.00
14 Julio Iraheta Senior Designer $ 160.00
15 TBD Designer II $ 138.00
16 TBD Designer I $ 116.00
17 Jeremy Carnahan Senior CAD/BIM $ 117.00
18 Patrick Adams Senior CAD/BIM $ 117.00
19 TBD CAD/BIM II $ 101.00
20 Elizabeth Potts CAD/BIM I $ 84.00
21 Vanessa Ortega Senior Administrator $ 149.00
22 Lisa Velazquez Admin $ 83.00
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ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE (EXAMPLE)
Prices valid through Term of Agreement
NAME TITLE HOURLY RATE
1. Eric Lovering Principle in Charge $353.00
2. Eric Magee Supervising Engineer $284.00
3. Boyana Angelova Engineer $197.00
4. Shayan Sharifzad Assistant Engineer $131.00
5. Abigail Tymn Junior Engineer $109.00
9. Hector Robledo Principal Designer $235.00
10. Gloria Hodgers Administrative 2 $114.00
DESCRIPTION COST % MARKUP
1. Mileage IRS Published Rate 0%
2. Copy services $0.15 / page 0%
3. Mylar Copies $8.00 / page 0%
4.
RFQ25-3437CA
REQUEST FOR QUALIFICATIONS-
MASTER SERVICES AGREMENT FOR CONSULTANTS
24 DUE DATE 12/18/2024
3:00 PM PST
STAFF
EXPENSES
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City of Carlsbad Rates for
Professional and Technical Services
4373 Viewridge Avenue, Suite B
San Diego, CA 92123
P: 858.292.7575
usa-nova.com 16610 Aston Street
Irvine, CA 92606
P: 949.388.7710
NAME TITLE HOURLY RATE
Professional Staff
Principal Geotechnical Engineer $ 275.00
Tom Canady, PE Principal Engineer/Geologist $ 250.00
Andrew Neuhaus, PG/CEG Senior Engineer/Geologist $ 225.00
Project Manager $ 225.00
Project Engineer/Geologist $ 200.00
Staff Engineer/Geologist $ 180.00
Soils Technician $ 140.00
Laboratory Technician (sample pick-ups; services
outside normal business hours)
$ 95.00
Technical Drafter (CAD)$ 110.00
Administrative Support $ 75.00
LABORATORY TESTING
Description ASTM RATE/EA
Soil and Aggregate
Compaction Curve, Modified, D1557 $ 275.00
Compaction Curve, Standard,D698 $ 275.00
Compaction Check Point $ 90.00
Oversize Rock Correction D4718 $ 90.00
Sieve Analysis, with Wash C136, D6913, CT 202 $ 155.00
Sieve Analysis, fine with Hydrometer D6913, D7928, D422 $ 240.00
Percent Finer than #200 C117 $ 85.00
Specific Gravity and Absorption, Coarse C127, CT 206 $ 180.00
Specific Gravity and Absorption, Fine C128, CT 207 $ 135.00
Unit Weight and Voids in Aggregate C29, CT 212 $ 90.00
Moisture Content D2216, CT 226 $ 45.00
Moisture Content and Dry Density D2937 $ 45.00
Atterberg Limits: PL, LL, PI D4318, CT 204 $ 225.00
Sand Equivalent D2419, CT 217 $ 100.00
Durability Index D3744 $ 265.00
Cleanness Value CT 227 $ Quote
Los Angeles Abrasion (LA Rattler) C131, C535 $ Quote
Expansion Index D4829 $ 235.00
R-Value D2844 $ 376.00
Consolidation D2435 $ 250.00
Direct Shear D3080 $ 335.00
Direct Shear Remold $ 635.00
Sulfate and Chloride Content $ 130.00
pH and Resistivity CT 643 $ 165.00
Unconfined Compression D2166 $ 180.00
California Bearing Ratio D1883 $ 650.00
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City of Carlsbad Rates for
Professional and Technical Services
Asphalt Concrete
Hveem Stability and Unit Weight D1560 $ 370.00
Wet Track Abrasion D3910 $ 230.00
Maximum Theoretical Specific Gravity (Rice)D2041 $ 150.00
Percent Asphalt with Gradation (ignition oven)C6307 $ 250.00
Unit Weight Only (compacted sample or core)D2726, D1188 $ 55.00
Unit Weight Requiring Compaction D2726 $ 250.00
Asphalt Mix Design Review (per hour)$ 250.00
EXPENSES AND OUTSIDE SERVICES
Outside services and reimbursable expenses not included in this fee schedule (samples sent to outside
laboratory for testing, samples sent to outside fabricator or machine shop, equipment, subcontractors,
vendor credentialing and billing programs, etc.) are charged at cost plus 10%.
ADDITIONAL TERMS AND CONDITIONS
Overtime occurs in the following instances:
- work more than 8 hours per day is charged at time-and-a-half.
- work more than 40 hours per week is charged at time-and-a-half.
- work performed outside the hours between 6:30 a.m. and 4:00 p.m., Monday through Friday is charged at time-and-a-
half; work up to 12 hours per day on Saturday is charged at time-and-a-half.
- work more than 12 hours in one day, or over 8 hours on the 7th consecutive day or worked Sundays/holidays is charged
at double time.
Hourly rates are charged on a portal-to-portal basis.
A 4-hour minimum is charged for field services. Work performed more than 4 hours will be charged at 8 hours. Work
performed over 8 hours is charged in half-hour increments.
24-hour notice is required for testing and inspection services. There will be a 4-hour minimum charge (show-up time) for
cancellations without notification.
Same Day Callouts will be subject to a 1-hour project management fee.
When personnel are required by job conditions to work more than 5 consecutive hours without the ability to take a one-
half hour uninterrupted lunch period, an additional hour will be billed at regular time in addition to actual hours worked.
Laboratory testing that is required to be performed outside regular hours will be billed for Lab Technician time in addition
to the lab test rate. Weekend sample pickups, if required, will incur additional charges.
Please note that our services are billed on a time and materials basis. Our fees are determined by the construction
schedule as well as the type and frequency of services requested and specified by local jurisdictions and their
representatives.
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1
MASTER AGREEMENT FOR
WASTEWATER ENGINEERING SERVICES
DUDEK
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and Dudek, a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in wastewater
engineering services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to wastewater engineering.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
DUDEK, a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Joseph Monaco, President
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Amy M. Paul, Secretary
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to wastewater engineering services, as outlined in the individual
Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Design of Gravity Sewers, Lift Stations, Force Mains and Surge Protection and Odor
Control Systems.
B. Sewer System Rehabilitation.
C. Electrical Upgrades and Optimization Studies for Lift Stations.
D. Constructability Review and Development Plan Review.
E. Regulatory Agency Compliance Support/ Reports/ Studies.
Requests for work not listed above must be contracted under separate agreement.
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Master Services Agreement for Consultants Number: RFQ25-3437CA 1
Discipline 15: Wastewater Engineering Proposed Fee Schedule
Table 1,Table 2,and Table 3 detail our proposed rate schedule.
Table 1.Dudek Staff
Name Title Hourly Rate
Russ Bergholz, PE Contract Manager $315
Kate Palmer, PE Gravity Sewers and Forcemains $290
Joe Schnieder, PE Electrical Upgrades and Optimization for Lift Stations $265
Neil Harper, PE Constructibility Review $300
Brandon Lacap, PE Lift Station Design $275
Amanda Combs, PE Sewer Rehabilitation $290
Elizabeth Caliva, PE Sewer Rehabilitation $290
Alex Hardy Regulatory Agency Compliance Support/Reports/Studies $250
Table 2.Subconsultants
Name/Firm Title Hourly Rate
Justin Pallamary, PLS, NV5 Global Inc. Senior Project Manager $235
Joel Paulson, PLS, GISP, NV5 Global Inc. Senior Project Manager $235
Carl Henderson, PhD, PE, GE, NV5 Global Inc. Senior Principal Engineer $245
Paul Cunningham, PE, GE, NV5 Global Inc. Senior Engineer $185
Joe Rodriguez, EIT, NV5 Global Inc.Senior Staff Engineer $135
Scott Foster (Scott Foster Engineering Inc.) Principal Engineer $270
Gabriel Mercado, AirX Utility Surveyors Operations Manager $205
Rodrigo Rodriguez, AirX Utility Surveyors Project Manager $205
Clinton Boogaard, AirX Utility Surveyors Traffic Control Manager $130
Table 3.Expenses
Description Cost %Markup
Mileage $0.67/mile 0%
Printing Services (D-size sheets) $4/sheet 0%
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MASTER AGREEMENT FOR
WASTEWATER ENGINEERING SERVICES
MICHAEL K. NUNLEY & ASSOCIATES, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation,
("City"), and Michael K. Nunley & Associates, Inc., a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in wastewater
engineering services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to wastewater engineering.
D. Contractor has submitted a proposal to the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred
thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project
Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's
fee to complete the project in accordance with the specified scope of services. The Task Description will
also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
MICHAEL K. NUNLEY & ASSOCIATES, INC.,
a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Michael K. Nunley,
President, Secretary and CFO
(print name/title) ATTEST:
By:SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or
Vice-President
Secretary, Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to wastewater engineering services, as outlined in the individual
Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Design of Gravity Sewers, Lift Stations, Force Mains and Surge Protection and Odor
Control Systems.
B. Sewer System Rehabilitation.
C. Electrical Upgrades and Optimization Studies for Lift Stations.
D. Constructability Review and Development Plan Review.
E. Regulatory Agency Compliance Support/ Reports/ Studies.
Requests for work not listed above must be contracted under separate agreement.
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CATEGORY POSITION 2025-2027
Communications
and
Administrative
Administrative Assistant $119
Strategic Communications Coordinator $132
Strategic Communications Specialist $176
Designers and
Technicians
CAD Technician I $160
CAD Design Technician II $182
Senior Designer $194
Planning
Assistant Planner I $173
Assistant Planner II $193
GIS Specialist $193
Planner I $213
Planner II $229
Senior Planner $258
Engineers
Engineering Technician $129
Assistant Engineer I $173
Assistant Engineer II $193
Project Engineer I $213
Project Engineer II $229
Senior Engineer I $250
Senior Engineer II $264
Senior Engineer III $280
Principal Engineer $303
Project
Management
Project Manager $269
Senior Project Manager $280
Project Director $327
Senior Project Director $345
Construction
Management
Services
Scheduler $187
*** Construction Inspector $209
Assistant Resident Engineer $209
Resident Engineer $223
Construction Manager $243
Principal Construction Manager $286
DIRECTPROJECTEXPENSES
OutsideReproduction Cost+ 10%
SubcontractedorSubconsultantServices Cost+ 10%
AutoMileage Current IRSRate
*** 40 hrs per week assumed; part-time rates can be provided upon request
Rates also subject to prevailing wage mandatory increases during a calendar year
2025-2027 FEE SCHEDULE
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MASTER AGREEMENT FOR
WATER AND WASTEWATER ASSET MANAGEMENT SERVICES
HDR ENGINEERING, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June,
2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal
corporation, ("City"), and HDR Engineering, Inc., a Nebraska corporation ("Contractor").
RECITALS
A. City requires the 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 the city responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)
periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by City and be completed within the time specified in the Task
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may
be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director
(“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight
on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no
event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City,
the City Manager or Director, will be considered a part of this Agreement. The Task Description will include
a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage
of project complete, completion of specific project tasks or a combination of these.
If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving
a rate schedule increase. Rate schedule increases will be considered for each anniversary of the
Agreement effective date after the initial three-year term. An increase to the rate schedule will be
calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego
Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is
lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The
Contractor must submit a request and justification to increase the rate schedule at least sixty days prior
to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement.
The justification accompanying the written request should detail the rationale for the requested
adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or
5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS 6.1 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 City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault. The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and
certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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 City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
HDR ENGINEERING, INC., a Nebraska
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:By:
(sign here) Keith Blackburn, Mayor
Anna Y. Lantin, Vice President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to water and wastewater asset management, as outlined in the
individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the
following:
A. Capital planning software use, configuration and support.
B. Condition assessment analysis and project support.
C. Estimated useful life guidance.
D. Development of risk criteria and decision logic.
E. Rehabilitation and replacement planning.
F. GIS and asset data support.
G. Asset management and business process support.
H. Regulatory reporting and documentation related to water and wastewater infrastructure
(WDR/SSMP, risk and resilience, emergency response).
Requests for work not listed above must be contracted under separate agreement.
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RFQ 25-3437CA Master Agreement Consultant Services | Discipline 18. Water/Wastewater Asset Management
City of Carlsbad | Fee Proposal: Master Services Agreement Rate Schedule
Discipline 18: Water/Wastewater Asset Management
ATTACHMENT B–MASTER SERVICES AGREEMENT RATE SCHEDULE
PRICES VALID THROUGH TERM OF AGREEMENT
STAFF
NAME TITLE HOURLY RATE
1. Tom McCormack Project Manager $285
2. Joseph Nye Principal-in-Charge $398
3. Eric Scherch Quality Manager $385
4. Dean Gipson Regulatory Support Lead $398
5. Mike Flores Senior Asset Management $398
6. Dan Ellison Senior Condition Assessment $398
7. Leanne Hammond Senior Planning Engineer $395
8. Dave Spencer Linear Asset Management Lead $380
9. Mandira Sudame Senior Engineer II $375
10. Stephen Beppler Senior Engineer I $350
11. Badri Badriyha Senior Engineer $300
12. Al Ribachonek Condition Assessment III $295
13. Marc Wegner Condition Assessment III $295
14. Mersedeh Akhoondan Condition Assessment II $240
15. Steven Pierce Condition Assessment I $180
16. Lucy Jaramillo External Condition Assessment Lead $210
17. Alice Wang Project Engineer II $230
18. Amanda Leipard Asset Management II $235
19. Kanchan Joshi Asset Management I $185
20. Yuying Li Senior GIS Analyst $265
21. Anders Burvall GIS Analyst II $225
22. Sharon Jacob GIS Analyst I $140
23. Elisa Rivera Staff Engineer I $155
24. Carmen Sandoval Accountant $160
25. Chelsea Feller Project Coordinator $130
26. Katherine Murray Document Specialist $140
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RFQ 25-3437CA Master Agreement Consultant Services | Discipline 18. Water/Wastewater Asset Management
City of Carlsbad | Fee Proposal: Master Services Agreement Rate Schedule
Discipline 18: Water/Wastewater Asset Management (cont’d.)
ATTACHMENT B–MASTER SERVICES AGREEMENT RATE SCHEDULE
PRICES VALID THROUGH TERM OF AGREEMENT
SUBCONSULTANTS
NAME/FIRM TITLE HOURLY RATE
1. N/A N/A N/A
EXPENSES
DESCRIPTION COST % MARKUP
1. Mileage $0.67 per mile, or as permitted by the IRS 5%
2. Printing - B&W 8.5 x 11 $0.05 per sheet 5%
3. Printing - Color 8.5 x 11 $0.15 per sheet 5%
4. Mailing at cost 5%
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