The URL can be used to link to this page

Home My WebLink AboutBSE Engineering, Inc.; 2025-06-24; PSA25-3751CAPSA25-3751CA 1 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 June 24, 2025 Item #6 Page 394 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 24th PSA25-3751CA 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 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 June 24, 2025 Item #6 Page 395 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3751CA 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. June 24, 2025 Item #6 Page 396 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3751CA 4 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements. 10. SUBCONTRACTING Contractor will not subcontract any portion of the 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 June 24, 2025 Item #6 Page 397 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3751CA 5 Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 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. June 24, 2025 Item #6 Page 398 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3751CA 6 13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Eleida Felix Yackel Name Title Senior Contract Administrator Title Dept Public Works/ Contract Admin Address CITY OF CARLSBAD Address 1635 Faraday Ave. Phone Carlsbad, CA 92008 Email L June 24, 2025 Item #6 Page 399 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3751CA 7 Phone 442-339-2767 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. 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 June 24, 2025 Item #6 Page 400 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3751CA 8 usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and 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. June 24, 2025 Item #6 Page 401 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3751CA 9 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 30. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. 31. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. {signatures on following page} June 24, 2025 Item #6 Page 402 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3751CA 10 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: _____________________________ June 24, 2025 Item #6 Page 403 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3751CA 11 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. June 24, 2025 Item #6 Page 404 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3751CA 2June 24, 2025 Item #6 Page 405 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 5/12/2025 Cavignac451 A Street, Suite 1800San Diego CA 92101 Certificate Department 619-744-0574 619-234-8601 certificates@cavignac.com Sentinel Insurance Company 11000 BSEENGI-01 Hartford Accident and Indemnity Company 22357BSE Engineering, Inc.9903 Business Park Avenue, Suite 104San Diego, CA 92131-1120 XL Specialty Company 37885 Hartford Casualty Insurance Co 29424 1534263126 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X X Y 72SBWBL5RCG 5/17/2025 5/17/2026 4,000,000 Deductible 0 B 1,000,000 X 72UEGCB4418 5/17/2025 5/17/2026 A X X 4,000,00072SBWBL5RCG5/17/2025 5/17/2026 4,000,000 X 10,000 D XY72WEGAE2LP45/17/2025 5/17/2026 1,000,000 1,000,000 1,000,000 CA Professional LiabilityBusiness Personal Property DPR503728172SBWBL5RCG 12/17/20245/17/2025 12/17/20255/17/2026 Each Claim/AggregateLimit $3M/$4M$522,390 Re: All Projects. Additional Insured coverage applies to General Liability for The City of Carlsbad, City of Carlsbad/CMWD per policy form. Waiver ofsubrogation applies to Workers Compensation per policy form. Excess/Umbrella policy follows form over underlying policies: General Liability, Auto Liability &Employers Liability (additional insured and waiver of subrogation apply). Professional Liability - Claims made form, defense costs included within limit. If theinsurance company elects to cancel or non-renew coverage for any reason other than nonpayment of premium they will provide 30 days notice of suchcancellation or nonrenewal. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 947Murrieta CA 92564 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A.If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proofofnotice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives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olicy No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³ERGLO\ LQMXU\´ ³SURSHUW\ Policy No. 72SBWBL5RCG 7+,6(1'256(0(17&+$1*(67+(32/,&<3/($6(5($',7&$5()8//< )RUP6/3DJH RI 7KH+DUWIRUG 0D\LQFOXGHFRS\ULJKWHGPDWHULDORI,QVXUDQFH6HUYLFHV2IILFH,QFZLWKLWVSHUPLVVLRQ GDPDJH´ RU ³SHUVRQDO DQG DGYHUWLVLQJ LQMXU\´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³ERGLO\LQMXU\´ ³SURSHUW\ GDPDJH´ RU ³SHUVRQDO DQG DGYHUWLVLQJ LQMXU\´ DULVHV RXW RI WKH UHQGHULQJ RI RU WKH IDLOXUH WR UHQGHU DQ\ SURIHVVLRQDO VHUYLFHGHVFULEHGLQ3DUDJUDSKV IDRU IEDERYH Policy No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olicy No. 72SBWBL5RCG E3ULPDU\$QG1RQ&RQWULEXWRU\7R2WKHU,QVXUDQFH:KHQ5HTXLUHG%\&RQWUDFW )RUP6/3DJH RI 7KH+DUWIRUG 0D\LQFOXGHFRS\ULJKWHGPDWHULDORI,QVXUDQFH6HUYLFHV2IILFH,QFZLWKLWVSHUPLVVLRQ ,I DQ\ RI WKH RWKHU LQVXUDQFH GRHV QRW SHUPLW FRQWULEXWLRQ E\ HTXDO VKDUHV ZH ZLOO FRQWULEXWH E\ OLPLWV 8QGHU WKLV PHWKRG HDFK LQVXUHU¶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olicy No. 72SBWBL5RCG 7UDQVIHU2I5LJKWV2I5HFRYHU\$JDLQVW2WKHUV7R8V THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 90 13 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Policy No. 72SBWBL5RCG THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form WC 99 03 94 Printed in U.S.A. Process Date:04/07/25 Policy Expiration Date:05/17/26 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number:72 WEG AE2LP4 Endorsement Number:Effective Date:05/17/25 Effective hour is the same as stated on the Information Page of the policy.Named Insured and Address:BSE Engineering, Inc. 9903 BUSINESSPARK AVE STE 104 SAN DIEGO CA 92131 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:04/07/25 Policy Expiration Date:05/17/26 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:72 WEG AE2LP4 Endorsement Number: Effective Date:05/17/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:BSE Engineering, Inc. 9903 BUSINESSPARK AVE STE 104 SAN DIEGO CA 92131 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 engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us