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HomeMy WebLinkAboutFusion Engineering and Technology; 2025-06-24; PSA25-3728CACity Attorney Approved Version 2/11/2025 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 1 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 33 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 24th City Attorney Approved Version 2/11/2025 PSA25-3728CA 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 2 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 34 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City Attorney Approved Version 2/11/2025 PSA25-3728CA 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. 3 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 35 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City Attorney Approved Version 2/11/2025 PSA25-3728CA 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements. 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 11. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current 4 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 36 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City Attorney Approved Version 2/11/2025 PSA25-3728CA 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. 5 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 37 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City Attorney Approved Version 2/11/2025 PSA25-3728CA 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 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 El Cajon, CA 92020 619-992-6618 President John S. Rivera Johnny@FusionEngTech.com 1810 Gillespie Way Suite 207 June 24, 2025 Item #6 Page 38 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City Attorney Approved Version 2/11/2025 PSA25-3728CA Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will 7 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 39 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City Attorney Approved Version 2/11/2025 PSA25-3728CA 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. 8 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 40 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City Attorney Approved Version 2/11/2025 PSA25-3728CA 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} 9 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 41 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City Attorney Approved Version 2/11/2025 PSA25-3728CA 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: _____________________________ 10 John Silas Rivera, President Christopher Scott Schildmeier, Secretary and CFO Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 42 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City Attorney Approved Version 2/11/2025 PSA25-3728CA 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. 11 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 43 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 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 12 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025 Item #6 Page 44 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/4/2025 (619) 464-6851 (619) 668-4715 24082 Fusion Engineering & Technology 1810 Gillespie Way, Suite 207 El Cajon, CA 92020 24074 38920 10200 A 1,000,000 X X BLS62826263 3/21/2025 3/21/2026 500,000 15,000 1,000,000 2,000,000 2,000,000 1,000,000B BAS62826263 11/28/2024 11/28/2025 2,000,000C 14003718-A 6/4/2025 6/4/2026 2,000,000 B X XWS62826263 4/5/2025 4/5/2026 1,000,000 1,000,000 1,000,000 D Errors & Omissions ANE235055125 3/21/2025 Aggregate 1,000,000 The City of Carlsbad is named as Additional Insured with respewcts to the General Liability per the attached form. Waiver of Subrogation applies to the General Liability & the Workers Compensation policies per the attached forms. 30 day notice of cancellation applies. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 FUSHENG-01 KREED Teague Insurance Agency, Inc. 7777 Alvarado Rd., #515 La Mesa, CA 91942 info@teagueins.com Ohio Security Ohio Casualty Insurance Co. Kinsale Insurance Company Hiscox Insurance Company Inc. X 3/21/2026 X X X X X X 66 66 o f 100 0007 6/4/25 XWS (26) 62 82 62 63 FUSION ENGINEERING AND TECHNOLOGY Ohio Security Insurance Company 19291 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 79 (Ed. 02-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA WC 99 06 79 (Ed. 02-14) 2014Liberty Mutual Insurance.All rights reserved. Includes copyrighted material of WCIRB,with its permission. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement is $. Schedule Person or Organization City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Job Description Surveying & Civil Engineering This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Endorsement No. Policy Effective Premium State Policy No. Insured Insurance Company Countersigned by ___________________