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HomeMy WebLinkAbout2026-03-24; City Council; 03; Approve a Project Agreement with the City of Vista, Award a Professional Services Agreement with Carollo Engineers, Inc. for the Preliminary Design of Vista/Carlsbad InteCA Review TL Meeting Date: March 24, 2026 To: Mayor and City Council From: Geoff Patnoe, City Manager Staff Contact: Sean Diaz, Utilities Senior Engineer sean.diaz@carlsbadca.gov, 442-339-2350 Dave Padilla, Utilities Assistant Director dave.padilla@carlsbadca.gov, 442-339-2356 Subject Approve a Project Agreement with the City of Vista, Award a Professional Services Agreement with Carollo Engineers, Inc. for the Preliminary Design of Vista/Carlsbad Interceptor Sewer Reach VC3 and the Buena Vista Pump Station and Authorize Additional Appropriation District: 1 Recommended Action Adopt a resolution approving a project agreement with the City of Vista, awarding a professional services agreement with Carollo Engineers, Inc. in an amount not to exceed $809,123 for the Preliminary Design of the Vista/Carlsbad Interceptor Sewer Reach VC3 and Buena Vista Pump Station and authorizing an additional appropriation of $336,000 from the Sewer Replacement Fund to Capital Improvement Program Project No. 5535. Executive Summary The Cities of Vista and Carlsbad jointly own, operate and maintain the Vista/Carlsbad Interceptor Sewer and the Buena Vista Pump Station under a 2002 agreement. Portions of this wastewater system are identified in the cities’ master plans as requiring additional capacity to meet the anticipated demand. Carlsbad’s Capital Improvement Program includes two projects that would add capacity to the sewer line and the station. Staff are recommending the City Council approve an agreement with the City of Vista for a study on enlarging a segment of the pipeline known as Reach VC3 and the Buena Vista Pump Station and for the preparation of a preliminary design report for the project. Under the agreement, Carlsbad and Vista will share all project costs, with Carlsbad responsible for 10.4% of the costs, based on its ownership share of the facilities. The agreement also establishes the roles and responsibilities of each agency and designates the City of Carlsbad as the lead for the study. Staff are requesting the City Council authorize an additional appropriation of $336,000 from the Sewer Replacement Fund to the Buena Vista Pump Station Project, Capital Improvement Program Project No. 5535, to fund this study. March 24, 2026 Item #3 Page 1 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 Staff also request that the City Council approve a professional services agreement with Carollo Engineers Inc. to conduct engineering and environmental studies and prepare the preliminary design report to evaluate alternatives for the replacement of 3,280 feet of Reach VC3 and the rehabilitation or replacement of the pump station. This agreement is for an amount not to exceed $809,123. The City Council’s approval is required by Carlsbad Municipal Code, Section 3.28.060(D)(5) because the cost of these services exceeds $100,000 per agreement year. Staff also recommend the City Council delegate authority to the City Manager to amend the professional services agreement to extend it for one additional one-year period, in an amount not to exceed $100,000 per agreement year, in keeping with Carlsbad Municipal Code Section 3.28.040(D)(1). Explanation & Analysis Background The Vista/Carlsbad Interceptor Sewer, constructed in the early 1960s, is a regional system of interceptor pipelines and sewer lift stations that convey wastewater from the City of Vista and northern Carlsbad to the Encina Water Pollution Control Facility. The system includes a series of pipeline segments, identified as Reaches VC1 through VC15, and two lift stations, the Buena Vista Pump Station and the Agua Hedionda Pump Station. (A lift station pumps wastewater from low points in the sewer system up to higher ground, allowing it to keep flowing by gravity.) Reach VC3 is a major interceptor segment that conveys wastewater through northern Carlsbad to the Buena Vista Pump Station, which is on Vista-owned property north of Buena Vista Creek, south of State Route 78 and east of Jefferson Street in Carlsbad. That station pumps sewage flow to the next downstream segment of the interceptor system. The facility is operated by the Encina Wastewater Authority as part of the regional sewer system established under the member agencies’ basic agreement. The locations of Reach VC3 and the pump station are shown in Exhibit 2. Vista and Carlsbad entered into an agreement for the ownership, operation and maintenance of the Interceptor sewer in 2002. The agreement was most recently amended in 2014. The ownership agreement requires the cities to approve a project agreement before any rehabilitation, replacement or enlargement of the interceptor sewer system. Carlsbad has two Capital Improvement Program projects that would add capacity to the sewer line: the Vista/Carlsbad Interceptor Sewer Reach VC3 Project, Project No. 3950, and the Buena Vista Pump Station Project, Project No. 5535. Proposed agreement The proposed agreement with Vista would establish the roles and responsibilities of each city for a study evaluating the enlargement of Reach VC3 and the Buena Vista Pump Station to provide additional capacity and to prepare a preliminary design report for the project. The agreement identifies the City of Carlsbad as the lead agency for projects in Carlsbad unless agreed upon otherwise by the two cities. The agencies agree that Carlsbad will be the lead for this project. The Vista City Council will also consider approving the project agreement on March 24. March 24, 2026 Item #3 Page 2 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 The agreement reiterates the agencies’ cost-sharing responsibilities for the project, with Carlsbad’s share at 10.4% and Vista’s share at 89.6%, based on each cities’ ownership of the facilities. As the lead agency for the project, Carlsbad will: •Be responsible for solicitation, contracting, administration and fiscal management and have sole authority to award contracts for the project with Vista’s concurrence on the procurement documents, consultant selection and the scope of the consultant’s work and contract price •Apply the City of Carlsbad’s purchasing policies to the implementation and performance of the professional services agreements for the consultant •Notify Vista of milestone review meetings, submittals and any significant project developments •Invoice Vista monthly for completed work The proposed project agreement is provided as Attachment A of Exhibit 1. Professional services agreement Under the professional services agreement staff are recommending, Carollo will conduct engineering and environmental studies and prepare a preliminary design report to evaluate alternatives for the replacement of 3,280 feet of Reach VC3 and the rehabilitation or replacement of the Buena Vista Pump Station. •Staff published a request for proposals for the engineering design and environmental services for the project on Nov. 25, 2025, in accordance with Carlsbad Municipal Code Sections 3.28.050 – Procurement of goods, and 3.28.060 – Procurement of professional services. Five proposals were received on Jan. 20, 2026. •A selection committee comprised of Carlsbad, Vista and Encina Wastewater Authority staff evaluated and ranked the proposals based on best-value criteria, in accordance with the request for proposals and Municipal Code Sections 3.28.050 and 3.28.060 •The evaluation committee selected Carollo as the most qualified firm for the project on Feb. 3, 2026. Vista and Carlsbad staffs negotiated the final scope of work and proposed fee with Carollo to complete the selection process. The term of the agreement is two years from the effective date. Staff request that the City Council delegate authority to the City Manager to amend the agreement to extend it for one additional one-year period, in an amount not to exceed $100,000 per agreement year in accordance with Municipal Code Section 3.28.040(C)(8), as provided in the agreement attached hereto as Attachment B of Exhibit 1. The proposed professional services agreement is provided as Attachment B of Exhibit 1. Fiscal Analysis The total project cost is $959,123 and includes the fee for the professional services agreement, staff costs for project management and administration of the agreement, and budget authorization for an agreement amendment, if needed. March 24, 2026 Item #3 Page 3 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 Costs for the study will be shared in accordance with the ownership agreement and the project agreement, or 10.4% for Carlsbad and 89.6% for Vista. Carlsbad’s share of the costs will be $94,549 for the professional services agreement and $50,000 for staff costs. These expenses will be funded by the Vista/Carlsbad Interceptor Sewer Reach VC3 Project, Project No. 3950, and the Buena Vista Pump Station Project, Project No. 5535. Although sufficient funds are available for Carlsbad’s share of the project costs, an additional $336,000 appropriation from the Sewer Replacement Fund to Project No. 5535 is needed to cover the total cost of the professional services agreement and, if needed, a future amendment extending the agreement. Vista’s share of the costs will be reimbursed to the City of Carlsbad through payment of monthly invoices, in accordance with the project agreement. The available funds and estimated costs are shown in the following tables. Vista/Carlsbad Interceptor, Reach VC3 Capital Improvement Program Project No. 3950 Total appropriation to date $111,000 Total expenditures and encumbrances to date -$0 Total available funding $111,000 Professional services agreement – Carollo Engineers, Inc. -$80,900 Amendment Amount (if needed) -$10,000 Staff project management and administration (estimated) -$15,000 Total estimated costs -$105,900 Remaining balance $5,100 Additional appropriation needed $0 Vista/Carlsbad Interceptor, Buena Vista Pump Station Improvements Capital Improvement Program Project No. 5535 Total appropriation to date $661,800 Total expenditures and encumbrances to date -$143,686 Total available funding $518,114 Professional services agreement – Carollo Engineers, Inc. -$728,223 Amendment Amount (if needed) -$90,000 Staff project management and administration (estimated) -$35,000 Total estimated costs -$853,223 Additional appropriation needed $335,109 Additional appropriation needed (rounded) $336,000 March 24, 2026 Item #3 Page 4 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 Next Steps Upon the City Council’s approval of both the project agreement and the professional services agreement and pending the Vista City Council’s approval of the project agreement, staff will process a purchase order and issue a notice to proceed to Carollo. Preliminary engineering design and environmental services are expected to commence in April 2026. Completion of the preliminary design is estimated in summer 2027. At that time, Vista and Carlsbad staff plan to request approval of issuance of a request for proposals for final engineering design and environmental services to implement the recommended alternative of the preliminary design report for the replacement of Reach VC3 and the rehabilitation or replacement of the Buena Vista Pump Station. Staff anticipate requesting City Council approval of a professional services agreement for the preparation of final plans, specifications and contract documents in late 2027. Environmental Evaluation The proposed action is not a “project” as defined by California Environmental Quality Act, or CEQA, 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 a project agreement and professional services agreement and authorization of additional appropriation for the Vista/Carlsbad Interceptor Sewer Reach VC3 and Buena Vista Pump Station Preliminary Design. 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. Exhibits 1.City Council resolution 2.Location map March 24, 2026 Item #3 Page 5 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 Exhibit 1 RESOLUTION NO. 2026-062 . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A PROJECT AGREEMENT WITH THE CITY OF VISTA, AWARDING A PROFESSIONAL SERVICES AGREEMENT WITH CAROLLO ENGINEERS, INC. IN AN AMOUNT NOT TO EXCEED $809,123 FOR THE PRELIMINARY DESIGN OF THE VISTA/CARLSBAD INTERCEPTOR SEWER REACH VC3 AND BUENA VISTA PUMP STATION AND AUTHORIZING AN ADDITIONAL APPROPRIATION OF $336,000 FROM THE SEWER REPLACEMENT FUND TO CAPITAL IMPROVEMENT PROGRAM PROJECT NO. 5535 WHEREAS, the City Council of the City of Carlsbad, California has determined that it is necessary, desirable and in the public interest to award a professional services agreement to conduct engineering and environmental studies and prepare a preliminary design report for the Vista/Carlsbad Interceptor Sewer Reach VC3 and Buena Vista Pump Station, Capital Improvement Program, or CIP, Project Nos. 3950 and 5535, respectively; and WHEREAS, in 2002, Carlsbad and Vista entered into an agreement for the ownership, operation, and maintenance of the Vista/Carlsbad Interceptor Sewer and the agreement requires the preparation of a project agreement prior to the rehabilitation, replacement or enlargement of the Vista/Carlsbad Interceptor Sewer; and WHEREAS, Vista and Carlsbad wish and agree to enter into a project agreement to establish the roles and responsibilities of each agency for a study of the enlargement for additional capacity of pipeline Reach VC3 and the Buena Vista Pump Station and to prepare a preliminary design report, or the Project; and WHEREAS, Vista and Carlsbad will share all Project costs in accordance with the project agreement, with Vista and Carlsbad responsible for 89.6% and 10.4% of Project costs, respectively; and WHEREAS, on Nov. 25, 2025, the city published a request for proposals, or RFP, for preliminary engineering design and environmental services in accordance with Carlsbad Municipal Code, or CMC, Sections 3.28.050 and 3.28.060; and WHEREAS, on Jan. 20, 2026, the city received five proposals in response to the advertisement; and WHEREAS, after a review of the proposals based on best-value criteria consistent with the RFP and CMC Sections 3.28.050 and 3.28.060, a selection committee of Carlsbad, Vista and Encina Wastewater Authority staff ranked the proposal submitted by Carollo Engineers, Inc., or Carollo, as the most qualified for the Project; and March 24, 2026 Item #3 Page 6 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 WHEREAS, the selection committee and Carollo negotiated the scope of work and associated fee in an amount not to exceed $809,123 for the initial two-year term, with an option to extend the agreement for up to one additional one-year period or parts thereof in an amount not to exceed $100,000 per additional year, if needed; and WHEREAS, an additional appropriation of $336,000 to CIP Project No. 5535 is needed to award the agreement, and sufficient funding is available in the Sewer Replacement Fund for the Project; and WHEREAS, Vista’s share of costs will be reimbursed to Carlsbad through payment of monthly invoices in accordance with the project agreement. 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, or CEQA, 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 a project agreement and professional services agreement and authorization of additional appropriation for the Vista/Carlsbad Interceptor Sewer Reach VC3 and Buena Vista Pump Station Preliminary Design. 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 Mayor is authorized to execute the Project Agreement between the City of Vista and the City of Carlsbad for the Vista/Carlsbad Interceptor Sewer Reach VC3 and Buena Vista Pump Station Preliminary Design, attached hereto as Attachment A. 4.That the City Manager or designee is directed to appropriate $336,000 from the Sewer Replacement Fund to Capital Improvement Program Project No. 5535. 5.That the City Manager is hereby authorized and directed to execute a professional services agreement with Carollo Engineers, Inc. in an amount not to exceed $809,123 for the Vista/Carlsbad Interceptor Sewer Reach VC3 and Buena Vista Pump Station Preliminary Design, Capital Improvement Program Project Nos. 3950 and 5535, respectively, attached hereto as Attachment B. March 24, 2026 Item #3 Page 7 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 6.That the City Manager is hereby authorized to amend the professional services agreement with Carollo Engineers, Inc. to extend the term for up to one (1) additional one (1) year period or parts thereof and the amount shall not exceed $100,000 per agreement year. 7.That the City Manager or designee is authorized to sign all other documents necessary to implement, finalize or amend the project agreement and professional services agreement, all of which documents are subject to review and approval as to form by the Office of the City Attorney. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 24th day of March, 2026, 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) March 24, 2026 Item #3 Page 8 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 00091049 2 PROJECT AGREEMENT Attachment A BETWEEN THE CITY OF VISTA AND THE CITY OF CARLSBAD FOR THE PRELIMINARY DESIGN OF THE VISTA/CARLSBAD INTERCEPTOR SEWER REACH VC3 AND BUENA VISTA PUMP STATION THIS PROJECT AGREEMENT for Preliminary Design Services for the Vista/Carlsbad Interceptor Sewer Reach VC3 and Buena Vista Pump Station (“Agreement”), is made and entered into as of , by and between the City of Vista, a chartered municipal corporation (“Vista”), and the City of Carlsbad, a chartered municipal corporation (“Carlsbad”). Vista and Carlsbad may be referred to individually as a “Party” and collectively as the “Parties.” RECITALS A.On February 26, 2002, the Parties entered into an agreement for the ownership,operation, and maintenance of the Vista/Carlsbad Interceptor Sewer, which includes the Buena Vista Pump Station (the “Station”) and Pipeline Reach VC3 (the “Pipeline”). B.On June 11, 2013, the Parties entered into an amended and restated agreement for the ownership, operation, and maintenance of the Vista/Carlsbad Interceptor Sewer (“Ownership Agreement”). C.On May 20, 2014, the Parties entered into the First Amendment to the OwnershipAgreement to extend the term to December 31, 2042. D.The Station is located at 2140 Jefferson Street in Carlsbad and is a componentof the Vista/Carlsbad Interceptor Sewer and is depicted as “Buena Vista Lift Station” on Exhibit “A-1” of the Ownership Agreement. E.The Station, originally built in the early 1960’s and rebuilt in 1994, requiresadditional capacity to convey projected sewage flows for the Parties and is reaching the end of its useful life. F.The Pipeline is located directly upstream of the Station and includes variousgravity segments extending to M.H. No. 12 (according to City of Vista Drawing No. 1981, As-Built 2/27/87), as depicted on Exhibit “A-1” of the Ownership Agreement. G.The Pipeline requires additional capacity to convey the projected sewage flowsfor the Parties and needs to be replaced because it is reaching the end of its useful life. H.As shown on Exhibit “B” of the Ownership Agreement, Vista and Carlsbad’scapacity rights to the Station and Pipeline are as follows: Vista Carlsbad VC3 (Pipeline) 89.6% 10.4% Buena Vista Pump Station 89.6% 10.4% I.In accordance with Section 6.1 of the Ownership Agreement, the Parties agree toenter into this Agreement for the preparation of the Preliminary Design Report, and to establish March 24, 2026 Item #3 Page 9 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 March 26, 2026 Project Agreement Preliminary Design of the V/C Interceptor Sewer Reach VC3 and Buena Vista Pump Station 2 00091049 2 the roles and responsibilities of each Party during the engineering planning phase and define the cost share, accounting procedures, and payment schedule for the Parties. J.The Parties intend to execute one or more subsequent project agreements priorto soliciting final design and construction services. NOW, THEREFORE, The Parties agree as follows: Section 1. Project Description The Project consists of a Preliminary Design Report to be prepared by a consultant with expertise in the planning and design of sewer pump stations and pipelines (the “Consultant”). The study will evaluate whether to rehabilitate or replace the Station in its present location or an alternate location; evaluate the alignment for the Pipeline replacement, identify improvements to increase the Station and the Pipeline capacity, provide odor control, and improve reliability; determine the required environmental documents and permits; estimate potential costs; and recommend project delivery methods. Section 2. Joint Responsibilities of the Parties A.Each Party shall designate an Owner’s Representative for the Project who shallserve as the point of contact for all communications for the Project. B.Neither Party shall charge the other for staff services. C.The Parties shall agree on the procurement documents, recommend theConsultant, and jointly negotiate the scope of work and contract price with the Consultant. Section 3. Responsibilities of Carlsbad A.Carlsbad shall be the Lead Agency for the Project. B.As Lead Agency for the Project, Carlsbad will be responsible for solicitation, contracting, administration, and fiscal management for the Project. Carlsbad shall have sole authority to award contracts for the Project except as provided in Section 2.C of this Project Agreement. Carlsbad’s purchasing policies shall apply to the implementation and performance of the professional services agreements for the Consultant. C.Carlsbad shall notify Vista of milestone review meetings, submittals, and anysignificant Project developments. D.Carlsbad shall invoice Vista monthly for completed work. Section 4. Responsibilities of Vista A.Vista shall attend milestone review meetings and provide written commentsand/or final acceptance on the consultant’s deliverables to Carlsbad. March 24, 2026 Item #3 Page 10 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 Project Agreement Preliminary Design of the V/C Interceptor Sewer Reach VC3 and Buena Vista Pump Station 3 00091049 2 B.Vista shall make monthly progress payments for completed work within thirty (30)days of receipt of invoice from Carlsbad. Section 5. Allocation of Costs A.Allocation of Project costs are defined in the Ownership Agreement and are asfollows: Vista: 89.6% Carlsbad: 10.4% B.The Project budget is $909,123.00, which shall not be exceeded without the consent of the Parties via a written amendment to this Project Agreement. Section 6. Cost Accounting Carlsbad shall be responsible for the administration and accounting of all expenditures related to the Project. Vista shall pay its allocated portion, per Section 5, of actual Project costs incurred, which are shown on valid invoices prepared by the Consultant Section 7. Counterparts This Project Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. Section 8. Entire Agreement This Agreement, together with any other written document referred to, embodies the entire agreement and understanding between the Parties relating to the subject matter hereof. In case of conflict between this Agreement and the Ownership Agreement, the terms of the Ownership Agreement shall prevail. March 24, 2026 Item #3 Page 11 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 Project Agreement Preliminary Design of the V/C Interceptor Sewer Reach VC3 and Buena Vista Pump Station 4 00091049 2 IN WITNESS WHEREOF, each Party has approved this Agreement pursuant to a resolution duly passed and adopted by its respective governing body and caused it to be executed and be effective as of the date first above written. CITY OF VISTA, a chartered municipal corporation By: JOHN FRANKLIN, Mayor ATTEST: KATHY VALDEZ, City Clerk By: CITY OF CARLSBAD, a chartered municipal corporation By: KEITH BLACKBURN, Mayor ATTEST: SHERRY FREISINGER, City Clerk By: APPROVED AS TO FORM: WALTER C. CHUNG, City Attorney By: APPROVED AS TO FORM: CINDIE K. MCMAHON, City Attorney By: RISK MANAGEMENT REVIEW: ANALISA HOLBROOK, Risk Manager By: APPROVED Amanda L. Guy 20260303161142 March 24, 2026 Item #3 Page 12 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 3 City Attorney Approved Version 5/30/2025 AGREEMENT FOR PRELIMINARY DESIGN OF VISTA/CARLSBAD INTERCEPTOR SEWER, REACH VC3 AND BUENA VISTA PUMP STATION SERVICES CAROLLO ENGINEERS, INC THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2026, by and between the City of Carlsbad, California, a municipal corporation ("City") and Carollo Engineers, Inc., a Delaware corporation ("Consultant"). RECITALS A.City requires the professional services of a consultant that is experienced in the planning, engineering evaluation, and design of wastewater pipelines and lift stations. B.Consultant has the necessary experience in providing professional services and advice related to the preliminary design of wastewater pipelines and lift stations. C.Consultant has submitted a proposal to City in response to Request for Proposals No. RFP26-3995UTIL and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Consultant agree as follows: 1.SCOPE OF WORK City retains Consultant to perform, and Consultant agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCE While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant'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 March 30, 2028. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period. 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.TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5.COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed eight hundred nine thousand one hundred twenty-three dollars ($809,123). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If City elects to extend the Agreement, the amount shall not exceed one hundred thousand dollars ($100,000) per Agreement year. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 Attachment B March 24, 2026 Item #3 Page 13 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 March 26th PSA26-4049UTIL Page 4 City Attorney Approved Version 5/30/2025 agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit “A”. Incremental payments, if applicable, should be made as outlined in attached Exhibit “A”. 6.CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the 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 this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor is responsible for obtaining 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. 7.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 City’s election, City may deduct the indemnification amount from any balance owing to Contractor. Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 14 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 5 City Attorney Approved Version 5/30/2025 8.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. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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. Consultant shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Consultant and any subconsultants or 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. Consultant shall require any subconsultants or subcontractors to comply with Section 1776. 6.2 DIR Registration. California Labor Code section 1725.5 requires the Consultant and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a Consultant or subcontractor/subconsultant 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 Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Consultant must furnish City with the subcontractor or subconsultant'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 Consultant 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 Consultant 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, Consultant and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 15 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 6 City Attorney Approved Version 5/30/2025 subcontractor. The Consultant 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 Consultant to regularly check Procore and review updated documents as they are added. There will be no cost to the Consultant for use of Procore. It is recommended that the Consultant provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the Consultant of any other requirements as may be specified in the contract documents. 8.STATUS OF CONSULTANT Consultant will perform the Services in Consultant's own way as an independent consultant and in pursuit of Consultant's independent calling, and not as an employee of City. Consultant 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 Consultant to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors or subconsultants. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Consultant or its employees or subcontractors or subconsultants. Consultant 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 Consultant or any agent, employee, or subcontractor or subconsultant of Consultant for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Consultant. 9.SUBCONTRACTING Consultant will not subcontract any portion of the Services without prior written approval of City. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City for the acts and omissions of Consultant's subcontractor or subconsultant and of the persons either directly or indirectly employed by the subcontractor or subconsultant, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor or subconsultant of Consultant and City. Consultant will be responsible for payment of subcontractors or subconsultants. Consultant will bind every subcontractor or subconsultant and their subcontractor or subconsultants by the terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 10.OTHER CONTRACTORS The City reserves the right to employ other consultants or contractors in connection with the Services. Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 16 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 7 City Attorney Approved Version 5/30/2025 11.INDEMNIFICATION Consultant 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 herein caused by any willful misconduct or negligent act or omission of the Consultant, any subcontractor or subconsultant, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Consultant’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 Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction. Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.INSURANCE Consultant 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 Consultant or Consultant’s agents, representatives, employees or subcontractors or subconsultants. 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. 12.1 Coverage and Limits. Consultant 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 Consultant'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 Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage, as Consultant deems adequate, at Consultant's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 17 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 8 City Attorney Approved Version 5/30/2025 12.1.2 Automobile Liability. (If the use of an automobile is involved for Consultant's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Consultant has no employees and provides, to City's satisfaction, a declaration stating this. 12.1.4 Professional Liability. Errors and omissions liability appropriate to Consultant’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. 12.2 Additional Provisions. Consultant will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 12.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 12.2.2 Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 12.2.3 If Consultant maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City. 12.2.4 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. 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Consultant will furnish certificates of insurance and endorsements to City. 12.4 Failure to Maintain Coverage. If Consultant fails to maintain any of these insurance coverages, then City will have the option to declare Consultant in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Consultant is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Consultant or deduct the amount paid from any sums due Consultant under this Agreement. 12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 13.BUSINESS LICENSE Consultant will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 14.ACCOUNTING RECORDS Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of City during Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 18 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 9 City Attorney Approved Version 5/30/2025 normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant 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. 15.OWNERSHIP OF DOCUMENTS All work product produced by Consultant or its agents, employees, and subcontractors or subconsultants pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Consultant or its agents, employees and subcontractors or subconsultants pursuant to this Agreement will be delivered at once to City. Consultant will have the right to make one (1) copy of the work product for Consultant’s records. 16.COPYRIGHTS Consultant agrees that all copyrights that arise from the services will be vested in City and Consultant relinquishes all claims to the copyrights in favor of City. 17.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 Consultant under this Agreement are: For City For Contractor Name Sean Diaz Name Andrew Frost, PE Title Utilities Senior Engineer Title Project Manager/Vice President Department Utilities Department Address 5355 Mira Sorrento Place, Ste. 270 City of Carlsbad San Diego, CA 92121 Address 5950 El Camino Real Phone No. 858-245-6081 Carlsbad, CA 92008 Email afrost@carollo.com Phone No. 442-339-2350 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. 18.CONFLICT OF INTEREST The Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of services or work. Consultant’s participation shall be limited to the scope of services pursuant to this Agreement and any amendments thereto. The Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of services or work have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement. Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 19 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 10 City Attorney Approved Version 5/30/2025 Consultant shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Consultant shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 19.GENERAL COMPLIANCE WITH LAWS Consultant will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of the Services by Consultant. Consultant will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Consultant's services with all applicable laws, ordinances and regulations. Consultant 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 or subconsultants whose services are required by this Agreement. 20.CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21.DISCRIMINATION AND HARASSMENT PROHIBITED Consultant will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22.DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Consultant 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 Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 20 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 11 City Attorney Approved Version 5/30/2025 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 Consultant's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Consultant 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 Consultant. Upon notification of termination, Consultant has five (5) business days to deliver any documents owned by City and all work in progress to City 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 Consultant 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 Consultant. Consultant 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, Consultant will assemble the work product and put it in order for proper filing and closing and deliver it to City. Consultant 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 Consultant warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and that Consultant 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, Consultant 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. Consultant acknowledges that if a false claim is submitted to City, it may be considered fraud and Consultant may be subject to criminal prosecution. Consultant acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Consultant acknowledges that the filing of a false claim may subject Consultant to an administrative debarment proceeding as the result of which Consultant may be prevented to act as a Consultant on any public work or improvement for a period of up to five (5) years. Consultant acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 21 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 12 City Attorney Approved Version 5/30/2025 26.JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27.SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Consultant 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 Consultant 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 Consultant. 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.AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Agreement. [Signatures on the following page] Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 22 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 13 City Attorney Approved Version 5/30/2025 CONSULTANT CITY OF CARLSBAD, a municipal corporation of the State of California CAROLLO ENGINEERS, INC., a Delaware corporation By: By: (sign here) GEOFF PATNOE, City Manager Andrew Frost, Vice President (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Eric Mills, Senior Vice President Assistant City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by consultant 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, Secretary, President, or Assistant Secretary, Vice-President 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: _____________________________ Assistant City Attorney Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 23 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 PSA26-4049UTIL Page 14 City Attorney Approved Version 5/30/2025 EXHIBIT “A” SCOPE OF SERVICES AND FEE Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 24 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 FINAL / 1 EXHIBIT “A” SCOPE OF SERVICES Task 100 – Project Management Carollo will administer the project and provide project management services, manage subconsultants, and maintain the project budget, schedule, milestone deliverables and coordination with the City. Project progress and budget status will be included in a monthly progress report that will be included with our monthly invoice. The monthly progress report will also include a list of work completed in the billing period, work planned in the next billing period, and list items that may affect the project schedule. In addition, monthly submittals will include an invoice summary outlining dollars budgeted, spent, and remaining per task. This task also includes project meetings as outlined below. Meetings will be facilitated and led by Carollo, with attendance by the project manager as well as key team members and/or subconsultants relevant to the topics to be discussed. Carollo will prepare and distribute meeting agendas at least one (1) day prior to meetings and summarize discussion and action items as required in meeting minutes within five (5) working days after each meeting. Final meeting topics and dates will be confirmed with the City prior to the meeting. Project kickoff meeting (in person). Monthly project progress meetings (15) (MS teams). Site evaluation workshop. (4) Deliverable review meetings – in person after each milestone deliverable. Facility-needs coordination meeting (in person). (2) Public meetings (in person). Design alternative criteria (in person). Task 200 – Data Collection and Research Carollo will obtain and review existing right-of-way maps, plans, reports, private utility maps, encroachment agreements, and other pertinent record information that are relevant to the project and available through utility agency requests. Facility record drawings, sewer master plan reports, and prior condition assessment reports pertinent to the pump station will be furnished by the City for review by Carollo. Carollo will request utility maps and utility easement information corresponding to the project site from utility companies and agencies listed by Underground Service Alert of Southern California (DigAlert) as having utilities in the project area. Map and utility information received will be drafted and plotted to evaluate and identify potential utility conflicts with the proposed project. If conflicts are anticipated, Carollo will provide a recommended approach to resolution or required utility relocations. Carollo will conduct a utility conflict check with these agencies by submitting project plans for utility agency review prior to the draft preliminary design submittal and provide correspondence related to utility conflict resolution to the City. PSA26-4049UTIL Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 25 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 SCOPE OF SERVICES FINAL / 2 Deliverables: Plans and maps of existing utilities, including franchise utilities drawings, used as a basis for utility mapping (PDF, submitted with Task 600 deliverables). Utility conflict resolution memo. Task 300 – Design Survey Carollo, through subconsultant O’Day Consultants, will conduct a topographic survey of the project area using aerial photogrammetry and field survey methods. The aerial survey will be supplemented with a field survey of the project area to include visible structures and surface improvements. The base map will be prepared with a one-foot contour interval and a scale of 1 inch = 20 feet. The basis of bearings and all data coordinates will reference the California Coordinate System – 1983, Zone VI, 1991.35 Epoch, North American Datum of 1983 (NAD83) based on ties to the City of Carlsbad Survey Control Network monuments as published on Record of Survey Map No. 17271, filed in the office of the San Diego County Recorder on February 8, 2002. Vertical control will conform to the National Geodetic Vertical Datum of 1929 (NGVD 29). Carollo will conduct a field boundary survey for the project area, including property easements and encroachment agreements, a survey of the right-of-way centerline monuments, city boundary line, and property corners. These efforts will be completed for the specific outlined area shown in the detailed subconsultant proposal. The team will map the existing rights-of-way for the project using information from right-of-way, parcel and subdivision maps, street improvement drawings, and other pertinent survey records. Preliminary title reports will be obtained to verify existing easements. Carollo will provide the topographic survey and base mapping in digital format with a digital terrain model compatible with AutoCAD and Civil3D software. Mapping and aerial photography will extend 20 feet beyond right-of-way or easement boundaries. For the V/C Interceptor, Reach 3, a parallel sewer easement acquisition is anticipated, and mapping will extend 50 feet beyond each side of the existing sewer easement. Carollo will field check survey data and verify that existing, visible improvements are accurately shown on the base map. The team will confirm dimensions and locations of pertinent equipment, piping, and facilities, and evaluate relevant site conditions and potential site constraints that may influence the proposed facilities. Deliverables: Survey base map (AutoCAD (.dwg) and Adobe PDF file formats). Task 400 – Geotechnical Services Carollo, through subconsultant Geocon, will conduct a preliminary geotechnical investigation to evaluate the existing soil and groundwater conditions and the pertinent geotechnical parameters to support the preliminary design of the proposed improvements. The purpose of these services is to support recommendations for a potential pump station relocation site and pipeline alignment. Services will include subsurface exploration along the V/C Interceptor, Reach 3, at intervals of roughly 1,000 linear feet and in the vicinity of one potential pump station relocation site to be determined in coordination with the city. This includes five total borings, as outlined in the subconsultants detailed proposal. Four borings are PSA26-4049UTIL Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 26 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 SCOPE OF SERVICES FINAL / 3 envisions along the VC-3 alignment, with one on either side of the Buena Vista Creek for a potential trenchless sewer crossings. The last and fifth boring will be along South Vista Way near the bus station, within the existing parking lot of the Shoppes at Carlsbad. Explorations along the pipeline corridor will extend at least 10 feet below the planned sewer invert elevation and related shoring. Explorations for pump station improvements will extend to a depth of 50 feet or greater to provide a basis for recommendations for excavations, shoring, and geotechnical parameters for foundation and structural design. The geotechnical report will provide recommendations for trench dewatering where groundwater is expected within excavation areas, recommendations for trenchless construction methods, and recommendations for excavation support and shoring systems for the construction of deep underground structures. Groundwater will be sampled to assess the ability to discharge dewatering flows to the sewer system with the Encina Wastewater Authority (EWA) and State Water Board permit requirements for dewatering and discharging groundwater. All pertinent permits and procedures will be identified in the report and incorporated into the technical specifications for dewatering. Services will include the following: Prepare a geotechnical boring location map for City review and concurrence. Obtain a Right-of-Way permit from the City of Carlsbad and pay related fees. Prepare and submit invoices for reimbursement of actual fees. Submit a traffic control plan for approval (with the Right-of-Way permit) and implement Traffic Control devices and measures in accordance with the California Manual on Uniform Traffic Control Devices. Obtain a well permit for subsurface explorations requiring a permit through the San Diego County Department of Environmental Health and pay related fees. The construction of groundwater monitoring wells will not be required. Conduct subsurface explorations and field and laboratory testing within the limits of the improvements. Pavement structural sections will be measured at all boring locations. Evaluate the presence of volatile organic compounds in samples obtained from borings. Backfill the excavations and restore the pavement surface in accordance with City of Carlsbad Standard Drawing No. GS-29. Prepare a draft and final report incorporating pertinent City review comments. The report will present the field and laboratory test results and provide an evaluation of geologic hazards and geotechnical recommendations for the design and construction of the proposed improvements. Deliverables: Proposed subsurface exploration map (11”x17” PDF). Draft and final geotechnical report (PDF and three hard copies). Task 500 – Environmental Constraints Analysis Carollo, through a subconsultant Helix Environmental, will provide environmental consulting services to conduct a preliminary assessment of the regulatory setting, potential resources, and an environmental PSA26-4049UTIL Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 27 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 SCOPE OF SERVICES FINAL / 4 compliance approach. The emphasis of this task is to identify potential project triggers and avoidance or environmental mitigation measures. The project site is in the California Coastal Commission (CCC) jurisdiction of the coastal zone and will require a Coastal Development Permit. The pipeline improvements are expected to occur outside of the existing alignment and narrow sewer easement. Archeological and cultural resources assessments will be required with the proposed subsurface explorations and will be included in the scope of services. Environmental factors should include those listed in the CEQA Environmental Checklist Form including, but not limited to the following: Aesthetics. Biological resources. Air quality and greenhouse gas emissions. Land use/planning. Transportation/traffic. Hazards and hazardous materials. Mineral resources. Archeological and paleontological cultural resources. Tribal cultural resources. Geology and soils. Hydrology and water quality. Sea level rise. Noise. Utilities and service systems. Conduct a review of available technical studies and/or surveys pertaining to the project site and recommend an environmental compliance approach that considers the applicable requirements of the San Diego Air Pollution Control District; the Carlsbad Habitat Management Plan; the Carlsbad 2017 Tribal, Cultural, and Paleontological Resources Guidelines; California Environmental Quality Act (CEQA); National Environmental Policy Act (NEPA); California Department of Fish and Wildlife; U.S. Fish and Wildlife Service; U.S. Army Corps of Engineer; and/or other pertinent agencies. Assess the environmental permitting requirements and prepare cost estimates for the estimated level of effort to prepare CEQA and/or NEPA compliance documents and related environmental consulting services. Preparation of CEQA or NEPA environmental compliance documents is not included in this scope of services and will be prepared during the final design phase. Detailed scope of work for environmental services is shown in the subconsultant proposal, outlining all tasks. All environmental work will be performed on a time and materials basis. Deliverables: Draft Environmental Constraints Analysis (PDF). Final Environmental Constraints Analysis (PDF and three hard copies). Task 600 – Preliminary Design Report (PDR) Task 600.1 – Site Evaluation Technical Memorandum Carollo will summarize meeting discussions with City of Vista, City of Carlsbad and Encina Wastewater Authority staff to determine facility needs and receive input and direction. Carollo will evaluate potential locations for a pump station relocation alternative and required removal, abandonment, modification and/or replacement of pipelines and potential construction methods. Each alternative will be evaluated based on criteria as agreed upon by owner agency staff. Carollo will prepare a Site Evaluation Technical Memorandum (TM), to be included in the PDR, which will summarize evaluation results and the selected PSA26-4049UTIL Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 28 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 SCOPE OF SERVICES FINAL / 5 alternative. Advantages and disadvantages for each alternative will be outlined, including facility design, permit requirements, constructability, and estimated costs. Task 600.2 – Condition Assessment of Bunea Vista Pump Station Carollo will perform a Condition Assessment of the Buena Vista Pump Station to evaluate the pump station components as they pertain to rehabilitation, modification or replacement of building structural components and wet well. Carollo will document the existing pump station information including manufacturer, types, sizes and/or capacities or major components and mechanical and electrical systems or processes. Carollo will assess the condition of any equipment identified for salvage, and evaluate options for repair, rehabilitation or improvement. Carollo will evaluate options to abandon equipment or processes that are no longer required. The Condition Assessment will include the following subtasks: a. Health and Safety Plan: A Health and Safety Plan will be prepared to identify potential hazards and mitigation strategies associated with the Condition. b. Pre-assessment and Interview of Operations and Maintenance (O&M) Staff: Carollo will conduct an on-site interview of O&M staff to hear first-hand of problematic issues with the pump station and items requiring focused attention for the Condition Assessment. A list of interview questions will be provided prior to the on-site visit. c. Condition Assessment Investigation: An in-depth visual evaluation of the condition of the pump station will be performed by Carollo and Carollo’s subconsultant, V&A. A visual inspection of the wet well is assumed in the base scope. A confined space entry for further testing is included as outlined in this task. The Condition Assessment will focus on the condition of equipment and structures as they pertain to the rehabilitation of the lift station. d. Condition Assessment Summary Technical Memorandum (TM): Draft and Final versions of a Condition Assessment Summary TM will be prepared to document the findings from the Condition Assessment and summarize the existing site conditions. The report will focus on the condition of equipment and structures as they pertain to the rehabilitation of the lift station. Carollo, with support from subconsultant V&A Consulting Engineers, Inc., will perform a confined space entry for the wet well to perform a condition assessment of the wet well liner and concrete. It is assumed that the confined space entry of the wet well will occur after a ‘pump down’ of the wet well to the lowest level possible and will not include a full bypass of the lift station. Lights, cameras, and other equipment will be used to observe the interior conditions of the wet well structure during the low level. If possible, concrete testing will include percussion and pH testing. If samples of the liner are obtained, the damaged liner will be repaired. Task 600.3 – Basis of Design Technical Memorandum Carollo will prepare a Basis of Design TM, to be included as a section in the PDR, which will summarize the following items: a. Selected project site location. b. Design capacity, facility hydraulics, and pumping and controls systems design. c. Wet well and accessibility. d. Grinder facilities. e. Emergency storage. f. Odor control, both onsite and downstream. g. Flow metering. PSA26-4049UTIL Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 29 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 SCOPE OF SERVICES FINAL / 6 h. Electrical, instrumentation and controls, SCADA. i. Emergency power system and generator. j. Buildings, HVAC, structural, and architecture. k. Site layout, site utilities, site access, and security. l. Noise abatement m. Site drainage and landscaping. Task 600.4 – Preliminary Design Report Carollo will prepare a PDR presenting the findings of data collection and research, field reconnaissance, design survey, utility mapping and engineering and environmental evaluations to provide a basis for preliminary design. The PDR will address the following items: 1. Site flooding potential and recommended approach to mitigate the potential flood risk. Identify the required studies, improvements and potential costs including FEMA review and processing of flood map revisions. 2. Easement requirements. 3. Review owner agency master plan studies and recommend the required hydraulic capacity of the pump station. Provide pump and pump curve recommendations and perform preliminary design calculations for system curves and pump system hydraulics. Evaluate wet well configuration and hydraulics, including the gravity interceptor sewer hydraulics, and provide recommendations for improvement. 4. Design permitting requirements from city, county or other regulatory agencies. 5. Construction permits to be obtained by the contractor, such as excavation and shoring, construction site dewatering and discharge, handling asbestos cement pipe or regulated waste, Right-of-Way permit, construction staging areas. 6. Noise and odor control for pump station operations. 7. Emergency storage for pump station operations. 8. Emergency and temporary bypass operations during construction of pump station or pipeline improvements. Discuss considerations for construction phasing. 9. Evaluate the existing electrical service and determine need for upgrades for the planned electrical improvements. Incorporate applicable requirements of SDGE for the existing and relocated station option. Prepare a preliminary single-line diagram for the proposed electrical improvements. Evaluate the existing backup generator and determine the need for upgrades. 10. Develop a work plan based on the approved alternatives and cost estimates. Outline the scope, schedule, budget and implementation. Evaluate suitable project delivery methods, including design- build. Task 600.5 – 30% Plans Carollo will prepare 30% design level plans and engineer’s opinion of probable construction cost for civil, mechanical, structural, electrical, and architectural improvements for the alternative selected. Deliverables: Health and Safety Plan (PDF). Draft Condition Assessment Summary TM (PDF). PSA26-4049UTIL Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 30 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 SCOPE OF SERVICES FINAL / 7 Final Condition Assessment Summary TM (PDF). Site Evaluation TM (PDF and six hard copies with 11”x17” plans). Basis of Design TM (PDF and six hard copies with 11”x17” plans). Draft Preliminary Design Report including draft 30% plans (PDF and six hard copies with 24”x 36” plans). Final Preliminary Design Report including final 30% plans (PDF and six hard copies with 24”x 36” plans). Final drawing files (AutoCAD). Task 700 – Optional Tasks Task 700.1 – Provide 5 Additional Title Report and Linework If requested by the City and deemed appropriate pending selection of a preferred alternative, Carollo, through subconsultant Oday, will provide five additional title reports for the project area. This includes purchase and acquisition of the specific title reports, as well as plotting lines, right of way, easements, etc. per record maps and the title reports. This task does not include boundary surveys. This task is shown as Scope II in the subconsultant proposal. Task 700.2 – Additional Effort 30% Plans (Replacement Option and additional Force Main) The results of task 600.1 and the selected alternative for the Bunea Vista pump station and VC-3 sewer will have an impact on the level of effort and detail required for the 30% plans. The baseline fee above includes options for a parallel replacement of the VC-3 sewer and a rehabilitation option for the Buena Vista Pump Station. If the preferred alternative is a replacement of the old station with a new station at a new site, it is anticipated that additional effort in the form of more sheets will be required for the 30% design plans. This task includes additional labor effort to complete a 30% plan set for a replacement option of the Buena Vista PS. This effort is in addition to the effort shown in the baseline estimate and would be required for an alternative site that is not a rehabilitation of the existing station at the current location. This task does include additional efforts for additional plan and profile sheets to extend the forcemains from a potential new pump station site to the intersection of the Jefferson Street and Marron Road where the forcemains and planned to connect to the existing alignments. List of Assumptions and Exclusions The following assumptions and exclusions apply to this scope of services: 1. Options analysis for rehabilitation and/or improvement of the existing pump station and three station relocation options for final evaluation. 2. Scope assumes a parallel pipeline alignment for the V/C Interceptor, Reach 3. If an alternative alignment is needed, additional scope and fee may be required. 3. Carollo will apply for and obtain permits for exploration work in the public right-of-way or on agency- owned property or easements. PSA26-4049UTIL Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 31 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 SCOPE OF SERVICES FINAL / 8 4. Potholing efforts are not included. Preliminary pipeline alignments will be based on field survey and record drawings. It is assumed that potholing will be a part of the final design scope of work. 5. Condition assessment efforts at the existing station do not include a full bypass of the existing station flows. It is planned that the wet well will be pumped as low as possible, and the wet well will be investigated under live flow. 6. Real property valuations or appraisals are not included in the scope of services. 7. All communications will be conducted and meetings scheduled through the City’s Project Manager. 8. Schedule assumes two weeks for City review of draft deliverables. PSA26-4049UTIL Docusign Envelope ID: A0C1AB49-3BDD-4096-ADC0-B15EEAA779C3 March 24, 2026 Item #3 Page 32 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 Ca t e g o r y Na m e Pr i n c i p a l I n Ch a r g e Se n i o r En g i n e e r QA / Q C Pro j e c t Ma n a g e r Le a d P r o j e c t En g i n e e r Me c h a n i c a l Le a d St r u c t u r a l Le a d Ar c h i t e c t u r a l Le a d C i v i l L e a d St a f f E n g i n e e r - M e c h St a f f E n g i n e e r - C i v i l St a f f E n g i n e e r - S t r u c t u r a l St a f f E n g i n e e r - Ar c h i t e c t u r a l Sr . C A D T e c h Civ i l Sr . C A D T e c h Me c h Sr C A D St r u c t u r a l Sr C A D Ar c h i t e c t u r a l CA D T e c h Civ i l CA D T e c h Ar c h / M e c / S t r uc t Do c Pro c e s s i n g Ta s k Su b Ta s k De s c r i p t i o n Ho u r l y Bil l R a t e 32 0 31 5 29 5 28 5 27 5 29 0 27 5 27 5 21 5 21 5 21 5 21 5 24 0 24 0 24 0 24 0 17 5 17 5 15 5 5% 10 0 0 Pr o j e c t M a n a g e m e n t 14 0 76 29 12 8 0 3 0 0 0 0 0 0 0 0 0 0 25 16 7 45 , 4 8 5 - - - 2, 1 0 0 47 , 5 8 5 1 Kic k o f f M e e t i n g 2 2 2 2 8 2,1 1 0 - - - 80 0 2,9 1 0 2 Pr o g r e s s M e e t i n g s ( 1 5 ) 15 8 6 4 33 9,5 1 5 - - - - 9,5 1 5 3 Sit e E v a l u a t i o n W o r k s h o p 3 3 3 2 11 2,8 7 5 - - - 20 0 3,0 7 5 4 De l i v e r a b l e R e v i e w 8 8 4 4 2 26 7, 2 1 0 - - - 50 0 7,7 1 0 5 Fa c i l i t y N e e d s C o o r d i n a t i o n M e e e t i n g 2 2 2 2 2 10 2, 6 6 0 - - - 20 0 2,8 6 0 6 Pu b l i c M e e t i n g s 4 4 8 2,3 2 0 - - - 20 0 2,5 2 0 7 De s i g n A l t e r n a t i v e C r i t e r i a 2 2 2 2 8 2,1 1 0 - - - 20 0 2, 3 1 0 8 Pr o j e c t M a n a g e m e n t 8 40 15 63 16 , 6 8 5 - - - - 16 , 6 8 5 20 0 0 Da t a C o l l e c t i o n a n d R e s e a r c h 0 0 12 24 0 0 0 36 0 40 0 0 10 0 0 0 70 0 8 20 0 44 , 7 7 0 - - - - 44 , 7 7 0 1 Ut i l i t y D a t a C o l l e c t i o n a n d M a p p i n g 8 20 20 40 10 50 14 8 33 , 3 1 0 - - - - 33 , 3 1 0 2 Ut i l i t y C o n f l i c t C o o r d i n a t i o n 4 4 16 20 8 52 11 , 4 6 0 - - - - 11 , 4 6 0 30 0 0 De s i g n S u r v e y 0 0 4 16 0 0 0 0 0 0 0 0 4 0 0 0 0 0 0 24 6, 7 0 0 75 , 4 9 7 3, 7 7 5 - - 85 , 9 7 2 1 De s i g n S u r v e y 4 8 4 16 4, 4 2 0 75 , 4 9 7 3,7 7 5 - - 83 , 6 9 2 2 Tit l e R e p o r t s 8 8 2, 2 8 0 - - - - 2,2 8 0 40 0 0 Ge o t e c h n i c a l S e r v i c e s 0 0 2 4 0 0 0 0 0 6 0 0 0 0 0 0 0 0 0 12 3, 0 2 0 45 , 9 0 0 2,2 9 5 - - 51 , 2 1 5 1 Ge o t e c h n i c a l S e r v i c e s 2 4 6 12 3, 0 2 0 45 , 9 0 0 2,2 9 5 - - 51 , 2 1 5 50 0 0 En v i r o n m e n t a l C o n s t r a i n t A n a l y s i s 0 0 6 12 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 18 5, 1 9 0 70 , 0 0 0 3,5 0 0 - - 78 , 6 9 0 1 Dr a f t E n v i r o n m e n t a l C o n s t r a i n t s A n a l y s i s 2 4 6 1,7 3 0 40 , 0 0 0 2,0 0 0 - - 43 , 7 3 0 2 Fin a l E n v i r o n m e n t a l C o n s t r a i n t s A n a l y s i s 2 4 6 1,7 3 0 30 , 0 0 0 1,5 0 0 - - 33 , 2 3 0 3 Ad d i t i o n a l 3 0 % D e s i g n S h e e t f o r R e p l a c e m e n t O p t i o n 2 4 6 1,7 3 0 - - - - 1,7 3 0 60 0 0 Pr e l i m i n a r y D e s i g n R e p o r t 11 56 48 13 4 88 78 10 12 8 15 0 17 0 11 0 30 18 10 10 8 24 0 14 0 44 1, 4 8 3 34 1 , 5 4 0 82 , 5 7 5 4,1 2 9 4,8 0 0 2, 0 0 0 43 5 , 0 4 4 1 Sit e E v a l u a t i o n T e c h M e m o 1 4 8 20 8 41 11 , 2 8 0 - - 60 0 - 11 , 8 8 0 2 Co n d i t i o n A s s e s s m e n t F i e l d W o r k 8 8 8 8 8 40 11 , 3 6 0 36 , 0 7 5 1,8 0 4 - 2, 0 0 0 51 , 2 3 9 3 Co n d i t i o n A s s e s s m e n t T e c h M e m o 1 8 10 16 8 8 8 20 20 20 12 13 1 31 , 8 3 0 4,0 0 0 20 0 60 0 - 36 , 6 3 0 4 Ba s i s o f D e s i g n T e c h M e m o 1 4 10 12 8 8 8 20 20 20 12 12 3 29 , 4 3 0 - - 60 0 - 30 , 0 3 0 5 Pr e l i m i n a r y D e s i g n R e p o r t 4 20 10 40 40 30 60 60 80 40 10 20 41 4 10 2 , 0 8 0 17 , 5 0 0 87 5 1,0 0 0 - 12 1 , 4 5 5 6 30 % P l a n s ( R e h a b i l i t a t i o n O p t i o n f o r B V P S ) 4 20 10 50 24 24 10 24 50 50 30 20 10 10 10 8 24 0 14 0 73 4 15 5 , 5 6 0 25 , 0 0 0 1,2 5 0 2,0 0 0 - 18 3 , 8 1 0 70 0 0 OP T I O N A L T A S K S 0 0 4 8 0 0 0 12 0 40 0 0 12 0 0 0 50 14 0 0 26 6 51 , 4 9 0 12 , 8 6 4 64 3 50 0 35 0 65 , 8 4 7 1 Pr o v i d e 5 A d d i t i o n a l T i t l e R e p o r t s a n d l i n e w o r k - - 12 , 8 6 4 64 3 - 35 0 13 , 8 5 7 2 30 % P l a n s ( A d d i t i o n a l e f f o r t f o r R e p l a c e m e n t O p t i o n ) 4 8 12 40 12 50 14 0 26 6 51 , 4 9 0 - - 50 0 - 51 , 9 9 0 To t a l H o u r s e x c l u d i n g A d d i t i o n a l T a s k s 25 56 14 8 21 9 10 0 86 10 16 7 15 0 21 6 11 0 30 32 10 10 8 31 0 14 0 77 1,9 0 4 To t a l P r i c e e x c l u d i n g A d d i t i o n a l T a s k s 8, 0 0 0 1 7 , 6 4 0 4 3 , 6 6 0 6 2 , 4 1 5 2 7 , 5 0 0 2 4 , 9 4 0 2 , 7 5 0 4 5 , 9 2 5 3 2 , 2 5 0 4 6 , 4 4 0 2 3 , 6 5 0 6 , 4 5 0 7 , 6 8 0 2 , 4 0 0 2 , 4 0 0 1 , 9 2 0 5 4 , 2 5 0 2 4 , 5 0 0 1 1 , 9 3 5 44 6 , 7 0 5 2 7 3 , 9 7 2 1 3 , 6 9 9 4 , 8 0 0 4 , 1 0 0 74 3 , 2 7 6 To t a l H o u r s i n c l u d i n g A d d i t i o n a l T a s k s 25 56 15 2 22 7 10 0 86 10 17 9 15 0 25 6 11 0 30 44 10 10 8 36 0 28 0 77 2,1 7 0 To t a l P r i c e i n c l u d i n g A d d i t i o n a l T a s k s 8, 0 0 0 1 7 , 6 4 0 4 4 , 8 4 0 6 4 , 6 9 5 2 7 , 5 0 0 2 4 , 9 4 0 2 , 7 5 0 4 9 , 2 2 5 3 2 , 2 5 0 5 5 , 0 4 0 2 3 , 6 5 0 6 , 4 5 0 1 0 , 5 6 0 2 , 4 0 0 2 , 4 0 0 1 , 9 2 0 6 3 , 0 0 0 4 9 , 0 0 0 1 1 , 9 3 5 49 8 , 1 9 5 2 8 6 , 8 3 6 1 4 , 3 4 2 5 , 3 0 0 4 , 4 5 0 80 9 , 1 2 3 In t e r c e p t o r S e w e r R e a c h V C - 3 & B u e n a V i s t a P u m p St a t i o n P r e l i m i n a r y D e s i g n Cit y o f C a r l s b a d Fe e E s t i m a t e To t a l F e e $ Su b t o t a l To t a l L a b o r Ho u r s To t a l L a b o r Fe e S u b c o n s u l t a n t s O D C s T r a v e l La b o r Su b c o n s u l t a n t & E x p e n s e s PS A 2 6 - 4 0 4 9 U T I L Do c u s i g n E n v e l o p e I D : A 0 C 1 A B 4 9 - 3 B D D - 4 0 9 6 - A D C 0 - B 1 5 E E A A 7 7 9 C 3 March 24, 2026 Item #3 Page 33 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3 VC 3 BU E N A V I S T A LI F T S T A T I O N VI S T A M E T E R I N G ST A T I O N M. H . N o . 3 5 M. H . N o . 2 2 M. H . N o . 1 2 VC5 V C 4 VC 2 VC 1 LE G E N D : FO R C E M A I N VI S T A / C A R L S B A D I N T E R C E P T O R M. H . N U M B E R S P E R C I T Y O F V I S T A D W G . N O . 1 9 8 1 M. H . N o . 3 2 EX H I B I T 39 5 0 & 5 5 3 5 2 VI S T A / C A R L S B A D I N T E R C E P T O R , R E A C H V C 3 AN D B U E N A V I S T A P U M P S T A T I O N PR O J E C T N U M B E R LO C A T I O N M A P BU E N A V I S T A PU M P S T A T I O N Exhibit 2 March 24, 2026 Item #3 Page 34 of 34 Docusign Envelope ID: 7292ED19-7E3B-4D71-B0C1-B90A99B8DBF3