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HomeMy WebLinkAbout2020-08-18; City Council; ; Approve the Execution of Master Service Agreements for As-Needed Construction Management, Inspection and Materials Testing ServicesAug. 18, 2020 Item #4 Page 1 of 314 Meeting Date: To: From: Staff Contact: Subject: Aug. 18,2020 Mayor/President and City Council/Board Scott Chadwick, City Manager/Executive Manager Babaq Taj, Engineering Manager babaq.taj@carlsbadca.gov, 760-602-4676 CA Review RMC Approve the Execution of Master Service Agreements for As-Needed Construction Management, Inspection and Materials Testing Services Recommended Actions 1. Adopt a resolution approving the execution of master service agreements with the City of Carlsbad for: • As-needed horizontal construction management and inspection with Kleinfelder Construction Services, Inc., Infrastructure Engineering Corporation, Harris & Associates, Inc., and Valley CM Inc. dba Valley Construction Management • As-needed vertical construction management and inspection with SchneiderCM, Inc., Griffin Structures, Inc., Kitchell/CEM, Inc., and Anser Advisory Management, LLC dba Anser Advisory • As-needed materials testing services with Atlas Technical Consultants LLC, Leighton Consulting, Inc., Twining, Inc., and Barnett Quality Control Services dba NOVA Services, Inc. 2. Adopt a resolution approving the execution of master service agreements with the Carlsbad Municipal Water District for: • As-needed horizontal construction management and inspection with Kleinfelder Construction Services, Inc., Infrastructure Engineering Corporation, Harris & Associates, Inc., and Valley CM Inc. dba Valley Construction Management • As-needed vertical construction management and inspection with SchneiderCM, Inc, Griffin Structures, Inc., Kitchell/CEM, Inc., and Anser Advisory Management, LLC dba Anser Advisory • As-needed materials testing services with Atlas Technical Consultants LLC, Leighton Consulting, Inc., Twining, Inc. and Barnett Quality Control Services dba NOVA Services, Inc. Executive Summary The Public Works Branch's Construction Management & Inspection Department holds master service agreements with various consulting firms for construction management and inspection, as well as materials testing, to secure access to professional services that facilitate timely completion of departmental and Capital Improvement Program projects. To ensure that the City of Carlsbad and the Carlsbad Municipal Water District continue to receive the best possible Aug. 18, 2020 Item #4 Page 2 of 314 value for professional services from a diverse pool of consultants, the master service agreements are reviewed, revised, rebid and reevaluated every few years. The existing set of master service agreements expire on Sept. 29, 2020. Staff is recommending approval of a new set of master service agreements for construction management and inspection and materials testing services to be effective Aug. 19, 2020, through Aug. 18, 2025, with an initial three-year agreement and two addi!ional one-year extensions. Discussion The Construction Management & Inspection Department currently holds 12 master service agreements, eight for the city and four for the Carlsbad Municipal Water District, that expire on Sept. 29, 2020. The current agreements are for terms of four years, ranging in value from $300,000 to $600,000 per agreement year. Staff has reviewed projected and anticipated workloads for the next five years and recommends awarding 24 agreements, half for the city and half for the water district. These agreements would be awarded to 12 firms for an amount not to exceed $800,000 per agreement year for construction management and inspection services and an amount not to exceed $600,000 per agreement year for materials testing services. All awarded agreements contain an initial agreement term of three years, with two one-year extensions at the discretion of the city manager, for a total term of up to five years per agreement. In preparation for these agreements expiring, staff posted a request for qualifications on the city website on April 30, 2020, and 108 registered potential bidders received electronic notifications. Statements of qualifications were accepted through June 12, 2020. The city received 10 statements of qualifications from horizontal construction management and inspection companies, nine from those bidding on vertical construction management and inspection services and nine bidding on materials testing. Statements of qualification were reviewed and ranked by selection committees comprised of city and water district staff. Rankings were based on a weighted scoring system using the following criteria: specialized experience, technical competence, references and past performance, capacity to accomplish work in the required time, personnel and local presence and knowledge of the local region. Based on the ranking of the statements of qualification by the selection committees, and · consistent with Carlsbad Municipal Code Section 3.28.060, staff is recommending the city and water district execute master service agreements with the selected firms for amounts listed in th~ table below for a term of up to five years. These amounts are for each agreement year. Aug. 18, 2020 Item #4 Page 3 of 314 Master service. agreements City's District's amount amount Horizontal construction management and inspection agreements Kleinfelder Construction Services, Inc. $800,000 $800,000 Infrastructure Engineering Corporation $800,000 $800,000 Harris & Associates, Inc. $800,000 $800,000 Valley CM Inc. dba Valley Construction Management $800,000 $800,000 Vertical construction management and inspection agreements SchneiderCM, Inc. . . $800,000 $800,000 Griffin Structures, Inc. $800,000 $800,000 Kitchell/CEM, Inc. $800,000 $800,000 Anser Advisory Management, LLC dba Anser Advisory $800,000 $800,000 Materials testing agreements .. Atlas Technical Consultants LLC (formerly SCST, Inc.) $600,000 $600,000 Leighton Consulting, Inc. $600,000 $600,000 Twining, Inc. $600,000 $600,000 Barnett Quality Control Services dba NOVA Services, Inc. $600,000 $600,000 Having agreements with four firms in each discipline allows staff to select the most qualified and available consultant staff for each individual project. Fiscal Analysis The actual va lue of each of the services provided using the master service agreements will be established by the individual project task description and fee allotments, the values of which are determined by the availability of project and program funding appropriated through the regular annual budgeting processes. Sufficient funds are available in the adopted fiscal year 2020-21 operating budget for the first year of these agreements. Expenditures for these professional services in subsequent fiscal years are subject to the availability of City Council or water district board-approved funding in the operating and Capital Improvement Program budgets. Next Steps Staff will execute the master service agreements and project task description and fee allotments for specific tasks as needed with firms awarded the master service agreements in the appropriate disciplines. Each allotment will include an exhibit that defines a detailed scope of services, which corresponds to the type of work defined for each master service agreement and the total cost based on the approved hourly rates. Payments for both construction management and inspection services as well as for materials testing on both Capital Improvement Program and private development projects will be made from actual work performed by the consultant based on the fee schedule in each agreement. Aug. 18, 2020 Item #4 Page 4 of 314 Extensions of all agreements will be at the distretion of the city manager and based on a satisfactory review of the consultant's performance, city needs and appropriation of funds. Environmental Evaluation (CEQA) In accordance with Public Resources Code section 21065, this action to approve execution of master service agreements does not constitute a "project" within the meaning of the California Environmental Quality Act in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect change in the environment, and does not require environmental review. Public Notification Public notice of this item was posted in keeping with the Ralph M. Brown Act and it was available for public viewing and review at least 72 hours before the scheduled meeting date. Exhibits 1. City Council resolution 2. Carlsbad Municipal Water Board resolution EXHIBIT I RESOLUTION NO. 2020-173 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE EXECUTION OF MASTER SERVICE AGREEMENTS WITH THE CITY OF CARLSBAD FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES WITH KLEINFELDER CONSTRUCTION SERVICES, INC., INFRASTRUCTURE ENGINEERING CORPORATION, HARRIS & ASSOCIATES, INC., AND VALLEY CM INC. DBA VALLEY CONSTRUCTION MANAGEMENT; AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES WITH SCHNEIDERCM, INC., GRIFFIN STRUCTURES, INC., KITCHELL/CEM, INC., AND ANSER ADVISORY MANAGEMENT, LLC DBA ANSER ADVISORY; AND AS- NEEDED MATERIALS TESTING SERVICES WITH ATLAS TECHNICAL CONSULTANTS LLC (FORMERLY SCST, INC.), LEIGHTON CONSULTING, INC., TWINING, INC., AND BARNETT QUALITY CONTROL SERVICES DBA NOVA SERVICES, INC. WHEREAS, the City Council of the City of Carlsbad, California has determined that construction management and inspection master service agreements requested by the Public Works Branch, Construction Management & Inspection (CM&I) Department for construction projects within the city are necessary on an ongoing, as-needed basis in order to maintain service levels; and WHEREAS, the purchasing officer authorized competitive negotiations for these services pursuant to the Carlsbad Municipal Code Section 3.28.070; and WHEREAS, the Public Works Branch solicited, received and reviewed responses to a Request for Qualifications for horizontal construction management and inspection services, vertical construction management and inspection services and materials testing services; and WHEREAS, based on evaluation of the proposals received, staff recommends the city enter into agreements for horizontal construction management and inspection services with Kleinfelder Construction Services, Inc., Infrastructure Engineering Corporation, Harris & Associates, Inc., and Valley CM Inc. dba Valley Construction Management for an initial agreement term of three years with two possible one-year extensions for a total agreement term of up to five years; and WHEREAS, based on evaluation of the proposals received, staff recommends the city enter into agreements for vertical construction management and inspection services with SchneiderCM, Inc., Griffin Structures, Inc., Kitchell/CEM, Inc., and Anser Advisory Management, LLC dba Anser Advisory for an initial agreement term of three years with two possible one-year extensions for a total agreement term of up to five years; and Aug. 18, 2020 Item #4 Page 5 of 314 EXHIBIT 1 WHEREAS, based on evaluation of the proposals received, staff recommends the city enter into agreements for materials testing services with Atlas Technical Consultants LLC (formerly SCST, Inc.), Leighton Consulting, Inc., Twining, Inc., and Barnett Quality Control Services dba NOVA Services, Inc. for an initial agreement term of three years with two possible one-year extensions for a total agreement term of up to five years; and WHEREAS, staff recommends that each agreement for horizontal and vertical construction management and inspection services shall not exceed $800,000 per agreement year; and WHEREAS, staff recommends that each agreement for materials testing services shall not exceed $600,000 per agreement year; and WHEREAS, City Council approved sufficient funds with the fiscal year 2020-21 Operating and Capital Improvement Program (CIP) Budgets to cover the first agreement year; and WHEREAS, expenditures for these professional services in subsequent fiscal years are subject to availability of City Council-approved funding from the Public Works Operating Budget and the city's Cl P. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows that: 1. The above recitations are true and correct. 2. The mayor or designee is hereby authorized and directed to execute the master service agreements for horizontal construction management and inspection services, attached hereto, with Kleinfelder Construction Services, Inc. (Attachment A.1), Infrastructure Engineering Corporation (Attachment A.2), Harris & Associates, Inc. (Attachment A.3), and Valley CM Inc. dba Valley Construction Management (Attachment A.4) for an initial agreement term of three years with two possible one- year extensions for a total agreement term of up to five years. 3. The mayor or designee is hereby authorized and directed to execute the master service agreements for vertical construction management and inspection services, attached hereto, with SchneiderCM, Inc. (Attachment A.5), Griffin Structures, Inc. (Attachment A.6), Kitchell/CEM, Inc. (Attachment A.7), and Anser Advisory Management, LLC dba Anser Advisory (Attachment A.8) for an initial agreement term Aug. 18, 2020 Item #4 Page 6 of 314 EXHIBIT 1 of three years with two possible one-year extensions for a total agreement term of up to five years. 4. The mayor or designee is hereby authorized and directed to execute the master service agreements for materials testing services, attached hereto, with Atlas Technical Consultants LLC (Formerly SCSI, Inc., Attachment A.9), Leighton Consulting, Inc. (Attachment A.10), Twining, Inc. (Attachment A.11), and Barnett Quality Control Services dba NOVA Services, Inc. (Attachment A.12) for an initial agreement term of three years with two possible one-year extensions for a total agreement term of up to five years. 5. The city manager is hereby authorized to execute amendments to extend the agreements for two additional one-year periods or parts thereof in an amount not-to- exceed $800,000 per agreement year for both horizontal and vertical construction management and inspection services, and $600,000 per agreement year for materials testing services. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad, California, on the 18th day of August, 2020, by the following vote, to wit: AYES: Hall, Blackburn, Bhat-Patel, Schumacher. NAYS: None. ABSENT: None. MATT HALL, Mayor Dt-rx— BARBARA ENGLESON, City Clerk (SEAL) Aug. 18, 2020 Item #4 Page 7 of 314 DocuSign Envelope ID: 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION KLEINFELDER CONSTRUCTION SERVICES, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and KLEINFELDER CONSTRUCTION SERVICES, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a firm that is experienced in construction management and inspection for horizontal projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management & inspection. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CM1 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 8 of 314 DocuSign Envelope ID: 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 9 of 314 DocuSign Envelope ID: 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; 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. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 10 of 314 DocuSign Envelope ID: 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 11 of 314 DocuSign Envelope ID: 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name Mark Plotnikiewicz Contract Administrator Title Project Manager Public Works/CM&I Address 5761 Copley Drive, Suite 100 CITY OF CARLSBAD 1635 Faraday Avenue Phone San Diego, CA 92111 858-223-8480 Carlsbad, CA 92008 Email mplotnikiewicz@kleinfelder.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all four categories. Yes E No 111 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 12 of 314 DocuSign Envelope ID: 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. 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. 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 13 of 314 DocuSign Envelope ID: 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI 25. 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. III /II III III //I III /II III III III III 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 14 of 314 CONTRACTOR KLEINFELDER CONSTRUCTION SERVICES, INC., a California corporation By: Patrol, bull" (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor DocuSign Envelope ID: 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI 26. 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. Executed by Contractor this 17 day of August , 2020. Deborah Butera, Secretary By: (print name/title) (Avis avvvisfrotAl (sign here) for Barbara Engleson, City Clerk Louis Armstrong, President (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 Chairman, President, or Vice-President Group B 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assistant City Attorney 8 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 15 of 314 DocuSign Envelope 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 16 of 314 DocuSign Envelope ID: 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI Exhibit "A" (continued) KLIENFELDER CONSTRUCTION SERVICES 2020 BILLING RATES CITY OF CARLSBAD AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (NON-PREVAILING WAGE) Field Staffing Position Straight Time ($/Hr Range) Overtime Rate ($/HR Range) Double Time Rate ($/HR Range) Project Manager $195 $195 $195 Safety Inspector $145 $165 $145 $165 $145 $165 Construction Manager $180 $195 $180 $195 $180 $195 Schedule Engineer $130 $195 $130 $195 $130 $195 Resident Engineer $170 $195 $170 $195 $170 $195 Senior Inspector - Non PW $157 $167 $236 $251 $314 $334 Office Engineer $95 $125 $95 $125 $95 $125 Structures Representative $157 $167 $157 $167 $157 $167 Special Inspector $150 $160 $225 $240 $300 $320 (PREVAILING WAGE) Field Staffing Position I Straight Time I Overtime Rate (WHR I Double Time Rate Safety Inspector-PW $165 $170 $248 $330 Senior Inspector - PW $165 $170 $248 $330 Structures Inspector- PW $165 $170 $248 $330 Special Inspector - PW $165 $170 $248 $330 Hourly charges include provisions for normal overhead costs such as fringe benefits, insurance, clerical services, equipment, normal supplies and materials. Field personnel are equiped with work trucks, cell phone/radios, laptop computers and basic tools. All other direct costs shall be reimbursed at a rate of costs plus 10%. Prevailing Wage rates based on California DIR SD County Determination No. SD-23-63-3-2020-1D including the two predetermined rate increases scheduled for July 1 of both 2020 and 2021. Mileage costs for construction managers and inspectors are included in our hourly rate, and we will not be billing separately for mileage expenses for work performed in those classifications. Also, all equipment, cell phones, laptops, insurance, and vehicle charges are included in the hourly rates as well, for all classifications. Aug. 18, 2020 Item #4 Page 17 of 314 DocuSign Envelope ID: 20C5C127-945A-476E-87BF-9609EA7EA829 PSA21-1201CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 18 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-12000MI MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION INFRASTRUCTURE ENGINEERING CORPORATION THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and INFRASTRUCTURE ENGINEERING CORPORATION, a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a firm that is experienced in construction management and inspection for horizontal projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management & inspection. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CMI 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 19 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-1200CMI unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 20 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-12000M I 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; 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. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 21 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-1200CMI 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. .10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 22 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-1200CMI 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name Scott Adamson Contract Administrator Title Project Manager Public Works/CM&I Address 14271 Danielson Street CITY OF CARLSBAD 1635 Faraday Avenue Phone Poway, CA 92064 858-842-6979 Carlsbad, CA 92008 Email sadamson@iecorporation.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all four categories. Yes Z No El 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 23 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-1200CMI 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. 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. 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 24 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-12000MI 25. 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. III II/ III II/ III III III II/ III III 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 25 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-1200CMI 26. 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. Executed by Contractor this 17 day of August , 2020. CONTRACTOR INFRASTRUCTURE ENGINEERING CORPORATION, a California corporation By: (sign here) Robert Weber, President (print name/title) By: (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California Matt Hall, Mayor ATTEST: for Barbara Engleson, City Clerk (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, 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assistant City Attorney 8 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 26 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-1200CM I EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 27 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-12000M I Exhibit "A" (continued) FEE SCHEDULE MASTER AGREEMENT RATE SCHEDULE The rates provided below are inclusive of all equipment, cell phones, laptops, insurance, vehicle charges, and mileage associated with field personnel services and will be valid through Term of Agreement. IEC STAFF NAME HOURLY RATE _ I -mu_ „j11111116.... 1. Scott Adamson, PE, QSD/P Principal Engineer $200.00 2. Rob Fitzgerald/TBD Construction Manager $175.00 3. TBD Resident Engineer $165.00 4. TBD Senior Construction Inspector $155.00 5. Nancy Cambra/TBD Labor Compliance/Construction Administration $115.00 SUBCONSULTANT NAME/FIRM TITLE HOURLY RATE 1. I Rockwell Construction Services (RCS) I Electrical/SCADA Inspector I $195.00 City of Carlsbad 2 Master Agreement Consultant Services RFQ 20-1030CMI Discipline No. 1 — As-Needed Horizontal Construction Management & Inspection Aug. 18, 2020 Item #4 Page 28 of 314 DocuSign Envelope ID: 16775952-25A6-437F-8E7B-015E5CA94540 PSA21-1200CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or qreater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 29 of 314 DocuSign Envelope ID: D6BE1C00-3FDF-44F3-922C-63150697E335 PSA21-1199CM1 MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION HARRIS & ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and HARRIS & ASSOCIATES, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a firm that is experienced in construction management and inspection for horizontal projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management & inspection. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CMI 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 30 of 314 DocuSign Envelope ID: D6BE1C00-3FDF-44F3-922C-63150B97E335 PSA21-1199CMI unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2 percent, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 31 of 314 DocuSign Envelope ID: D6BE1C00-3FDF-44F3-922C-63150B97E335 PSA21-1199CMI 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; 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. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 32 of 314 DocuSign Envelope ID: D6BE1C00-3FDF-44F3-922C-63150B97E335 PSA21-1199CMI 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 33 of 314 DocuSign Envelope ID: D6BE1C00-3FDF-44F3-922C-63150B97E335 PSA21-1199CMI 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name Title Address Phone Email Mahmoud Akhavaian Contract Administrator Project Manager Public Works/CM&I 600 B Street, Suite 2000 CITY OF CARLSBAD 1635 Faraday Avenue San Diego, CA 92101 619-236-1778 Carlsbad, CA 92008 mahmoud.akhavian@weareharris.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes I No 111 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 34 of 314 DocuSign Envelope ID: D6BE1C00-3FDF-44F3-922C-63150B97E335 PSA21-1199CMI 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. 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. 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 35 of 314 DocuSign Envelope ID: D6BE1C00-3FDF-44F3-922C-.63150B97E335 PSA21-1199CMI 25. 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. 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 36 of 314 DocuSign Envelope ID: D6BE1C00-3FDF-44F3-922C-63150697E335 PSA21-1199CMI 26. 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. Executed by Contractor this 17th day of August , 2020. CONTRACTOR HARRIS & ASSOCIATES, INC., a California corporation By: ‘-tylrUAAIS (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California Matt Hall, Mayor John Kuprenas, Division President (print name/title) ATTEST: By: (sign here) for Barbara Engleson, City Clerk (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, 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assis ant City Attorney 8 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 37 of 314 DocuSign Envelope ID: D6BE1C00-3FDF-44F3-922C-63150B97E335 PSA21-1199CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-10300MI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 38 of 314 DocuSign Envelope ID: D6BE1000-3FDF-44F3-922C-63150697E335 PSA21-1199CMI MASTER AGREEMENT RATE SCHEDULE Exhibit "A" (continued) Prices valid through Term of Agreement. Harris & Associates, inc. is not proposing subconsultants for this contract. Staff Number Name Title Hourly Rate 1. Lara Jennings Principal-in-Charge $225 2. Mahmoud Akhavain Senior Project Manager $220 3. Scott Giannini Senior Construction Manager $210 4. Anton Handal Senior Construction Manager $210 5. Jamal Hanna Construction Manager/Senior Inspector $175 6. Christopher Kelley Construction Manager/Senior Inspector $175 7. Rick Skinner Construction Manager/Senior Inspector $175 8. Ralph Roberts Construction Manager/Senior Inspector $175 9. David Gulczynski Construction Manager/Senior Inspector $175 10. Alberta Mata Senior Scheduler $175 Please note that that all equipment, cell phones, laptops, insurance, and vehicle charges are included in the hourly rates as well as mileage, for all classifications. Aug. 18, 2020 Item #4 Page 39 of 314 DocuSign Envelope ID: D6BE1C00-3FDF-44F3-922C-63150B97E335 PSA21-1199CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 40 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E25B563 PSA21-1202CMI MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION VALLEY CM INC. D.B.A. VALLEY CONSTRUCTION MANAGEMENT THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the City of Carlsbad, a municipal corporation, hereinafter referred to as "City", and Valley CM Inc., a California corporation d.b.a Valley Construction Management, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a firm that is experienced in construction management and inspection for horizontal projects. B. The professiOnal services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management & inspection. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CMI 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 41 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E25E563 PSA21-1202CMI unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 42 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E2513563 PSA21-1202CM I 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; 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. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 43 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E25B563 PSA21-1202CMI 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 44 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E25B563 PSA21-1202CM I 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name Paul Mochel Contract Administrator Title Project Manager Public Works/CM&I Address 3525 Del Mar Heights Road #192 CITY OF CARLSBAD 1635 Faraday Avenue Phone San Diego, CA 92130 866-966-2720 Carlsbad, CA 92008 Email paul.mochel@valleycm.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all four categories. Yes El No 111 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 45 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E256563 PSA21-1202CMI 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. 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. 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 46 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E256563 PSA21-1202CMI 25. 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. /II /// III III III /I/ III III II/ 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 47 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E258563 PSA21-1202CMI 26. 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. Executed by Contractor this 17th day of_August , 2020. CONTRACTOR CITY OF CARLSBAD, a municipal VALLEY CM INC., a California corporation d.b.a. VALLEY CONSTRUCTION MANAGEMENT, By: Atedut (sign here) Paul Mochel, Secretary corporation of the State of California By: -11-'6arl Matt Hall, Mayor (print name/title) ATTEST: By: actlitut r. held, (sign here) Galina R. Mochel, President for Barbara Engleson, City Clerk (print name/title) Proper notarial acknowledgment of execution by Contractor must be attached..lf 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:.. Assis ant City Attorney 8 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 48 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E25B563 PSA21-1202CM1 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 49 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E25B563 PSA21-1202CMI Exhibit "A" (continued) Master Agreement Rate Schedule The following rates are firm for three (3) years and based on prevailing wage rates. The hourly rates for all classifications include all typical direct costs (mileage, equipment including cell phone, laptop, insurance, vehicle charges, etc.). Name Title Hourly Rate Paul Mochel, PE, CCM Principal Construction Manager $175 Jeff Moody, PE, CCM Construction Manager $165 Lisa Laszlo, CCM, CWI Construction Manager $165 Chris Marquardt, CCM, ICC Construction Manager $165 Matt Luttrell Senior Inspector $145 James Gaddis Senior Inspector $145 Aug. 18, 2020 Item #4 Page 50 of 314 DocuSign Envelope ID: DEE38496-F3F5-4734-9FF4-C9313E256563 PSA21-1202CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 51 of 314 Doc,uSign Envelope ID: BC633C9F-B8D4-49E7-81E0-AF8C24B7A1AE PSA21-12100MI MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SCHNEIDER CM, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and SCHNEIDER CM, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a firm that is experienced in construction management and inspection for vertical projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed vertical construction management & inspection. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CM I 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 52 of 314 DocuSign Envelope ID: BC633C9F-B804-49E7-81E0-AF8C24B7A1AE PSA21-1210CMI unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 53 of 314 DocuSign Envelope ID: BC633C9F-B804-49E7-81E0-AF8C24B7A1AE PSA21-1210CMI 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; 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. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 54 of 314 DocuSign Envelope ID: BC633C9F-B804-49E7-81E0-AF8C24B7A1AE PSA21-1210CMI 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 55 of 314 DocuSign Envelope ID: BC633C9F-B804-49E7-81EO-AF8C24B7A1AE PSA21-12100MI 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name Robert Polley Contract Administrator Title Project Manager Public Works/CM&I Address 7459 Circulo Sequoia CITY OF CARLSBAD 1635 Faraday Avenue Phone Carlsbad, CA 92009 760-717-0535 Carlsbad, CA 92008 Email robert.polley@schneidercm.net 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes E No 111 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 56 of 314 DocuSign Envelope ID: BC633C9F-B804-49E7-81E0-AF8C24B7A1AE PSA21-1210CMI 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. 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. 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 57 of 314 DocuSign Envelope ID: BC633C9F-B804-49E7-81E0-AF8C24B7A1AE PSA21-1210CMI 25. 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. III /// /// /// M /// /// III III M 11/ Ill /// M /II 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 58 of 314 DocuSign Envelope ID: BC633C9F-B804-49E7-81E0-AF8C24B7A1AE PSA21-1210CMI 26. 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. Executed by Contractor this 20 day of August , 2020. CONTRACTOR SCHNEIDER CM, INC., a California corporation By: CAA atuatl^ (sign here) Carl Schneider / CEO, President & CFO (print name/title) By: (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor for Barbara Engleson, City Clerk (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, 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assistant City Attorney 8 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 59 of 314 DocuSign Envelope ID: BC633C9F-B804-49E7-81E0-AF8C24B7A1AE PSA21-1210CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 60 of 314 DocuSign Envelope ID: BC633C9F-B804-49E7-81E0-AF8C24B7A1AE PSA21-1210CMI Exhibit "A" (continued) Schneider13,-;7 7459 Circulo Sequoia Carlsbad, CA 92009 Tel: 619-905-5522 Fax: 888-638-1504 Attn: Janean Hawney Contract Administrator City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 13 July 2020 Subject: FEE PROPOSAL for the City of Carlsbad's Master Agreement for Vertical Construction Management and Inspection Services, RFQ #20-1031CMI Dear Ms. Hawney, SchneiderCM's Fee Proposal is based on the services provided in our written proposal and is broken down as follows: Scope Project Management Construction Management Program Management Program Controls Quality Assurance On-Site Inspection Constructability Review Value Engineering Cost Estimating Scheduling & Pull Planning Detailed Cost Estimating Document Management Project Administrative Support Position Hourly Fee Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Estimating $155 Technical Assistant $85 Technical Assistant $85 Quality assurance and inspection are provided by the Senior Construction Manager as outlined above. Firm Principal involvement in the above categories, where required is $180/hr. Costs are in dollars per hour, fully burdened (inclusive of mileage, travel expenses, all equipment, cell phones, laptops, insurance, and vehicle charges, etc.). Reimbursable expenses: Procore management software at approximately $15,000/year if required and on consultation with the City of Carlsbad. Thank you for your consideration. Please contact me on 619-905-5522 if there are any questions or clarifications needed. Yours Sincerely, Carl Schneider CEO, SchneiderCM, Inc. Exceeding your Project, Construction Management, and Consulting needs Aug. 18, 2020 Item #4 Page 61 of 314 DocuSign Envelope ID: BC633C9F-B804-49E7-81E0-AF8C24B7A1AE PSA21-1210CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 62 of 314 DocuSign Envelope ID: 4CF0A52D-D5C8-4BD6-A0B5-81556098D092 PSA21-1208CM I MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION GRIFFIN STRUCTURES, INC. THIS AGREEMENT is made and entered into as of the 18th day of August 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and GRIFFIN STRUCTURES, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a firm that is experienced in construction management and inspection for vertical projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed vertical construction management & inspection. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CMI 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 63 of 314 DocuSign Envelope ID: 4CF0A52D-D5C8-4BD6-A0B5-81556098D092 PSA21-1208CMI unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 64 of 314 DocuSign Envelope ID: 4CF0A52D-D5C8-4BD6-A0B5-81556098D092 PSA21-1208CMI 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 65 of 314 DocuSign Envelope ID: 4CF0A52D-D5C8-413D6-A0B5-81556098D092 PSA21-1208CMI 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 66 of 314 DocuSign Envelope ID: 4CF0A52D-D5C8-4BD6-A0B5-815560980092 PSA21-1208CMI 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name John Hughes Contract Administrator Title Project Manager Public Works/CM&I Address 2 Technology Drive, Suite 150 CITY OF CARLSBAD 1635 Faraday Avenue Phone Irvine, CA 92618 949-497-9000 x 208 Carlsbad, CA 92008 Email jhughes@griffinstructures.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all four categories. Yes E No 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 67 of 314 DocuSign Envelope ID: 4CF0A52D-D5C8-4BD6-A0B5-81556098D092 PSA21-1208CMI 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. 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. 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 68 of 314 DocuSign Envelope ID: 4CF0A52D-D5C8-4BD6-A0B5-81556098D092 PSA21-1208CMI 25. 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. III /// III /// III II/ III II/ III /// III /// III /// 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 69 of 314 DocuSign Envelope ID: 4CF0A52D-D5C8-4BD6-A0B5-81556098D092 PSA21-1208CMI 26. 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. Executed by Contractor this 17 day of August , 2020. CONTRACTOR GRIFFIN STRUCTURES, INC., a California corporation By: 144 NOttaa (sign here) Mark Hoglund, CFO (print name/title) By: (sign here) Jon Hughes, Vice President CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor for Barbara Engleson, City Clerk (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, 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assistant City Attorney 8 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 70 of 314 DocuSign Envelope ID: 4CF0A52D-D5C8-4BD6-A0B5-81556098D092 PSA21-1208CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 71 of 314 DocuSign Envelope ID- 4CF0A52D-D5C8-4BD6-A0B5-81556098D092 PSA21-1208CMI Exhibit "A" (continued) RFQ20-1030CM I MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF INF- . . NAME TITLE HOURLY RATE 1. Roger Torriero Principal-in-Gharge $240.00 2. Jon Hughes, CCM, DBIA Project Executive $210.00 3. Lance Solomon, CCM Sr. PMCM Manager $190.00 4. Tom. Ottenstein, DBIA Sr. PMCM Manager $190.00 5. Tim Shaw, RLA Sr. PMCM Manager $190.00 6. Robert Echavarria Sr. PMCM Manager _._ $190.00 7. Robert Godfrey, CCM Sr. PMCM Manager $190.00 8. Sally Armanious, CCM Sr. PMCM Manager $190.00 9. Dustin Alamo, CCM, LEED AP Pre-Construction Manager $190.00 10. Sarah Brunzell Assistant Construction Manager $175.00 11. Cody Roth Assistant Construction Manager $175.00 12. Kelly Chen Sr. Program Analyst $175.00 13. Ryan Craven, CPE Cost Estimator $160.00 14. Susan Harden, LEED AP Public Outreach Facilitator $160.00 * All rates include mileage, equipment, cell phones, laptops, 'nsurance and vehicle charges SUB-CONSULTANTS TITLE HOURLY RATE NAME/FIRM 1. N/A 2. 3. 9. 10. *IF needed, all sub-consultants will be billed at cost with no mark up EXPENSES DESCRIPTION COST % MARKUP 1. Insurance $841,000 0% 2. Misc. Office Supplies At Cost 0% 3. Submittal Exchange .25%41,000 of Construction Cost 0% 4. 5. Aug. 18, 2020 Item #4 Page 72 of 314 DocuSign Envelope ID: 4CF0A52D-D5C8-4BD6-A0B5-81556098D092 PSA21-1208CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 73 of 314 DocuSign Envelope ID: 6CA9EBC2-3FAA-4687-A27E-1F8988C33AD5 PSA21-1209CM I MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION KITCHELL/CEM, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and KITCHELL/CEM, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a firm that is experienced in construction management and inspection for vertical projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed vertical construction management & inspection. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CMI 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 74 of 314 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2 percent, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 75 of 314 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CM I 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; 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. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 76 of 314 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 77 of 314 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name Kevin Pokrywa Contract Administrator Title Project Manager Public Works/CM&I Address 2450 Venture Oaks Way, Suite 500 CITY OF CARLSBAD 1635 Faraday Avenue Phone Sacramento, CA 95833 619-895-9031 Carlsbad, CA 92008 Email kpokrywa@kitchell.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes 1Z1 No El 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 78 of 314 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 79 of 314 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 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. 25. 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. II/ II/ III II/ III II/ /II II/ II/ III II/ 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 80 of 314 Executed by Contractor this 17th CONTRACTOR KITCHELL/CEM, INC., a California corporation By: kitLa nat (sign iere) Michael Bruggeman, Assistant Secretary day of August , 2020. CITY OF CARLSBAD, a municipal corporation of the State of California By: ot-ff/ Matt Hall, Mayor DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 26. 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. By: (print name/title) (sign here) for Barbara Engleson, City Clerk Wendy Cohen, President (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, 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assis ant City Attorney 8 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 81 of 314 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 82 of 314 DocuSign Envelope ID: 6CA9EBC2-3FAA-4687-A27E-1F8988C33AD5 Fee Schedule PSA21-1209CMI Exhibit "A" (continued) The hourly rates below are fully burdened with employee benefits, statutory requirements, mileage and travel within San Diego County, equipment, cell phones, laptops, insurance, vehicle charges, and overhead and profit. These rates are applicable to services requested on an individualized hourly billing basis. Our fees for comprehensive services take advantage of savings such as resource allocations and economies of scale, which can result in improved hourly rate calculations. Hoi Senior Construction Manager/Inspector $158 Construction Manager/Inspector $140 Project Engineer $115 Support Services $140 Subconsultant Hourly Rate Acrostic: Senior Construction Manager/Inspector $158 Reimbursable Expenses Reimbursable expenses are billed at actual cost plus 5% markup. Reimbursable costs vary from project to project, and will only be incurred when specifically requested by the City of Carlsbad. Following are categories of possible reimbursable expenses. Construction Trailer and equipment, if required Postal and delivery services Document reproduction Plans, prints, photographs Travel outside of San Diego County Expenses Markup Mileage Current Federal Rate 5% Reproduction Cost 5% KITCHELL RFQ 20-1030CMI I MASTER AGREEMENT CONSULTANT SERVICES I PAGE F-1 Aug. 18, 2020 Item #4 Page 83 of 314 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 84 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-B36C-A63EC480058F PSA21-1207CMI MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION ANSER ADVISORY MANAGEMENT, LLC THIS AGREEMENT is made and entered into as of the 18th day of August 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and ANSER ADVISORY MANAGEMENT, LLC, a California limited liability company, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a firm that is experienced in construction management and inspection for vertical projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed vertical construction management & inspection. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CM I 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 85 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-636C-A63EC480058F PSA21-1207CMI unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2 percent, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 86 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-B36C-A63EC480058F PSA21-1207CMI 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; 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. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 87 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-636C-A63EC480058F PSA21-1207CMI 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 88 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-636C-A63EC480058F PSA21-1207CMI 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name Stephen Mutch Contract Administrator Title Project Manager Public Works/CM&I Address 3111 Camino Del Rio North, Suite 340 CITY OF CARLSBAD 1635 Faraday Avenue Phone San Diego, CA 92108 714-209-7671 Carlsbad, CA 92008 Email stephen.mutch@anseradvisory.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes E No 111 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 89 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-B36C-A63EC480058F PSA21-1207CMI upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 90 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-636C-A63EC480058F PSA21-1207CMI 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. 25. 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. II/ //I III II/ /II III III II/ /// II/ III II/ II/ /II 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 91 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-B36C-A63EC480058F PSA21-1207CMI 26. 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. Executed by Contractor this 17th day of August , 2020. CONTRACTOR CITY OF CARLSBAD, a municipal ANSER ADVISORY MANAGEMENT, corporation of the State of California LLC, a California limited liability company By: fairotrato (sign here) By: car/ Matt Hall, Mayor Ed Imparato, CFO (print name/title) By: Stx.48,ir Nati- (sign here) for Barbara Engleson, City Clerk Sudhir Damle, President (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, 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assis ant City Attorney City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 92 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-B36C-A63EC480058F PSA21-1207CM1 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CM1) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 93 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-B36C-A63EC480058F I ill III= PSA21-1207CMI Fee Schedule Exhibit "A" (continued) The table below includes a fee schedule for each discipline that indicates the title and hourly billing rates for each team member. Revised Fee's for CM & Sr. Inspector to include mileage. Role/Job Category Team Member Hourly Rate Principal-in-Charge Project Executive Senior Project Engineer Senior Construction Manager Construction Manager Project Engineer Office Engineer Senior Inspector Paul Buckley Stephen Mutch Dennis Phinney Chris Heidel,Tony Gatoff Duygu Ustun Marina Young-Meyers Nagi Abdelsayed, Daniel Stewart, Aaron Greene, Mike Villamil $248 $221 $182 $182 / $190 (w/mileage) $177 $160 $145 $130 / $138 (w/mileage) Reimbursable Expenses Mileage Federal IRS Rate The hourly rates for staff members include cell phones, lap top computers, insurance and PPE. The rates shall remain fixed for the three (3) year term, if the City elects to extend the Agreement, the Costs of services will be increased a maximum of 2%, if agreed by both parties. The Mileage reimbursement rate for Construction Staff will be set annually in accordance with the rate allowed by the IRS and will include any vehicle expenses/charges. Markup of any sub-consultants will not exceed 10% as stated in the RFP. As of 7-13-2020, Anser has provided hourly rates inclusive of mileage for the Construction Manager (CM) and Sr. Inspector rates as requested by City of Carlsbad) Aug. 18, 2020 Item #4 Page 94 of 314 DocuSign Envelope ID: 55F76E46-0F0C-4D23-B36C-A63EC480058F PSA21-1207CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 95 of 314 DocuSign Envelope ID: E071671C-9EAC-4772-618C-209C67F6E990 PSA21-1203CM I MASTER AGREEMENT FOR AS NEEDED MATERIALS TESTING SERVICES ATLAS TECHNICAL CONSULTANTS, LLC THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and ATLAS TECHNICAL CONSULTANTS, LLC, a Delaware limited liability company hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in materials testing. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as needed materials testing services. D. In November 2018 SCST, Inc. reorganized to SCST, LLC as a wholly owned subsidiary of Atlas Technical Consultants LLC ("Atlas"). E. Effective May 5, 2020, SCST, LLC was converted to Atlas Engineering West, Inc. a wholly owned subsidiary of Atlas Technical Consultants, LLC, in anticipation of merging into Atlas Technical Consultants LLC at a later date. F. Also on May 5, 2020, the City published notice of RFQ20-1030CMI, to which Contractor responded as "Atlas Technical Consultants LLC." G. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CMI 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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. 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 96 of 314 DocuSign Envelope ID: E071B71C-9EAC-4772-618C-209C67F6E990 PSA21-1203CMI 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 6. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Six Hundred Thousand Dollars ($600,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2 percent, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 97 of 314 DocuSign Envelope ID: E071B71C-9EAC-4772-B18C-209C67F6E990 PSA21-1203CMI 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; 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. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 98 of 314 DocuSign Envelope ID: E071B71C-9EAC-4772-618C-209C67F6E990 PSA21-1203CM I 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 99 of 314 DocuSign Envelope ID: E071671C-9EAC-4772-B18C-209C67F6E990 PSA21-1203CMI 14. 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. 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name Thomas Higginbotham Contract Administrator Title Project Manager Public Works/CM&I Address 6280 Riverdale Street CITY OF CARLSBAD 1635 Faraday Avenue Phone San Diego, CA 92120 619-528-4763 Carlsbad, CA 92008 Email higgy@oneatlas.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes E No [I] 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 100 of 314 DocuSign Envelope ID: E071B71C-9EAC-4772-B18C-209C67F6E990 PSA21-1203CM I 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 101 of 314 DocuSign Envelope ID: E071B71C-9EAC-4772-B18C-209C67F6E990 PSA21-1203CMI 24. 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. 25. 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. /// III /II II/ //I III III III /II 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 102 of 314 Assis ant City Attorney By: Matt Hall, Mayor DocuSign Envelope ID: E071671C-9EAC-4772-B18C-209C67F6E990 PSA21-1203CMI 26. 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. Executed by Contractor this 17th day of August , 2020. CONTRACTOR CITY OF CARLSBAD, a municipal ATLAS TECHNICAL CONSULTANTS, corporation of the State of California LLC, a Delaware limited liability company By: PbiWr S.dtbuiitr (sign here) Phillip Schneider, Western Region Manager (print name/title) • ATTEST: By: Ittaxtuta, @vary (sign here) Mehrnoush Yavary, Branch Manager (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, 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney 8 City Attorney Approved Version 6/12/18 for Barbara Engleson, City Clerk BY: Aug. 18, 2020 Item #4 Page 103 of 314 DocuSign Envelope ID: E071671C-9EAC-4772-B18C-209C67F6E990 PSA21-1203CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed materials testing services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. For field services, the client will be charged for the hours actually worked in 2, 4, 6 and 8 hour increments. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 104 of 314 DocuSign Envelope ID: E071B71C-9EAC-4772-B18C-209C67F6E990 RFQ20-1030CMI PSA21-1203CMI Exhibit "A" (continued) MASTER AGREEMENT RATE SCHEDULE City of Carlsbad PROFESSIONAL STAFF TITLE PREVAILING WAGE CLASSIFICATION HOURLY RATE Thomas Canady Senior Professional N/A $160 Thomas Higginbotham Project Manager N/A $130 Ron Baudour Field Supervisor/CMT N/A $115 Dan Ferguson Field Supervisor/Soils N/A $115 Darren Hicks Laboratory Technician N/A $72 Rocco Brunetti Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Sam Carbajal Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Andy Molina Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Gary Pitonyak Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Edwin Rosete Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Joey Urette Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Brad Chitwood Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Mike Flowers Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Ismael Gonzalez Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Roger Jimenez Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Tony Stewart Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Raul Tena Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Adam Thomas Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Nate Bachour Special Inspector Group 2 (Special Inspection) $104 Dan Broyles Special Inspector Group 2 (Special Inspection) $104 Rocco Brunetti Special Inspector Group 2 (Special Inspection) $104 Sam Carbajal Special Inspector Group 2 (Special Inspection) $104 Andy Molina Special Inspector Group 2 (Special Inspection) $104 Duc Nguyen Special Inspector Group 2 (Special Inspection) $104 Gary Pitonyak Special Inspector Group 2 (Special Inspection) $104 Edwin Rosete Special Inspector Group 2 (Special Inspection) $104 Joey Urette Special Inspector Group 2 (Special Inspection) $104 Dan Broyles Special Inspector Group 3 (NDT Testing) $107 Duc Nguyen Special Inspector Group 3 (NDT Testing) $107 1 Aug. 18, 2020 Item #4 Page 105 of 314 DocuSign Envelope ID: E071B71C-9EAC-4772-B18C-209C67F6E990 *Modified Schedule B 9pI r iLi cn is„ PSA21-1203CMI Exhibit "A" (continued) SCHEDULE OF FEES California Prevailing Wage Effective July 1, 2019 PROFESSIONAL SERVICES Professional (Engineering, Geology, Environmental) Principal Professional $180 Senior Professional 160 Project Professional 140 Staff Professional 115 Drafter 87 Field Services (Geotechnical, Inspection) Field Supervisor $115 LA Certified Grading Inspector 120 Off Site Inspector 65 Laboratory Technician 72 Group 1 (Geotechnical, Concrete Sampling) 100* Group 2 (Special Inspection) 102* Group 3 (NDT Testing) 107* Coring 162 Field Services (Utility/Rebar Locating) Hourly Rate (A Mob/Demob charge of $300 applies to projects billed on hourly rates) $215 Full Day 1,950 Letter Report 300 Map (per day of field work) 350 Field Services (Geophysical Studies: UST, Landfill, Well, Void, UXO, Groundwater) Ground Penetrating Radar, Electromagnetics, Magnetics Full Day $2,350 Hourly Rate (A Mob/Demob charge of $325 applies to projects billed on hourly rates.) 265 Seismic (Refraction, MASVV, Downhole/Crosshole), Resistivity (Sting, Standard, Wenner 4-Pin) Full Day $3,000 Hourly Rate (A Mob/Demob charge of $550 applies to projects billed on hourly rates.) 325 Seismic ReMi One Line $1,500 Each Additional Line 300 For Pavement/Requires Drilling 300 Project Management Senior Project Manager $158 Project Manager 130 Administrative Assistant 67 Travel and Miscellaneous Pick Up $55/hr Travel Time Hourly Rate (or $125/hr beyond 2 hours from San Diego for Geophysical Crews) Per Diem (variable, depending on location) Quote Prevailing Wage Hourly Surcharge for Technicians and Inspectors per California Labor Code §720,et. Seq Quote Overtime and Saturday Rate 1.5 x Regular Hourly Rate Sunday and Nationally Recognized Holiday Rate (including the day after Thanksgiving) 2 x Regular Hourly Rate Rush Surcharge Normal Rate plus 50% Specialty Equipment Surcharge Quote 2 Aug. 18, 2020 Item #4 Page 106 of 314 DocuSign Envelope ID: E071B71C-9EAC-4772-618C-209C67F6E990 PSA21-1203CM1 Exhibit "A" (continued) LABORATORY TESTS Soil and Aggregate California Bearing Ratio (ASTM 0854) $418 California Impact (Cal 216) 206 Chloride Ion Testing (Cal 422) 150 Clay Lumps in Aggregate (ASTM C142) 150 Cleanness Value (Cal 227) 200 Consolidation (ASTM 02435) 200 Corrosivity Testing (Soluble Chlorides and Sulfates, pH and Resistivity) 187 Crushed Particles (Cal 205, ASTM 0693) 150 Direct Shear (ASTM D3080) 260 Durability Factor (Cal 229, ASTM 03744) 97 Durability Index (Cal 229, ASTM 03744) 224 Expansion Index (ASTM 04289) 177 Fine Aggregate Angularity (AASHTO T304) 200 Fineness Modulus (ASTM C136) 24 Flat & Elongated Pieces (ASTM 04791) 175 Light Weight Pieces (ASTM C123) 175 Liquid Limit (Cal 204, ASTM 04318) 75 Los Angeles Abrasion - 1 1/2" and smaller (Cal 211, ASTM C131) 224 Maximum Density Check Point (ASTM D698/D1557) 88 Maximum Density/Optimum Moisture —4" (ASTM 0698, 01557) 200 Maximum Density/Optimum Moisture —6" (ASTM 0698, 01557) 220 Minimum Density (ASTM 01556) 74 Moisture Content (Cal 226, ASTM C566, ASTM D2216) 35 Natural Density - Chunk Sample (ASTM 02937) 41 Natural Moisture/Density Ring or Core Sample (ASTM 02937) 35 Organic Impurities (Cal 213, ASTM C40) 90 Organic Matter (ASTM D2974) 75 Percent Finer than #200 (ASTM C117, ASTM 01140) 70 Permeability Remold Sample (ASTM D2434) 200 Permeability Remold Sample (ASTM 05084) Quote Permeability Undisturbed Sample (ASTM D5084) Quote Petrographic Analysis (Cal 215, ASTM C295) Quote pH & Resistivity (Cal 643, ASTM G51) 126 Plasticity Index (Cal 204, ASTM 4318) 127 Potential Reactivity (ASTM C289) 220 Residual Shear (ASTM 06467) 442 Rock Correction (ASTM 04718) 26 R-Value (Cal 301, ASTM 02844) 276 Sand Castle Test (USACE) 195 Sand Equivalent (Cal 217, ASTM D2419) 88 Sieve Analysis (ASTM C136, ASTM 06913, Cal 202) 110 Sieve Analysis with Hydrometer (Cal 203, ASTM 0422) 200 Soil Cement Compression Strength (Cal 312, ASTM D1633) 50 Soil Cement Cylinder Fabrication (Cal 312, ASTM 01632) 100 Soluble Chlorides (Cal 422) 62 Soluble Sulfate (Cal 417) 62 Soundness 5 Cycles (Cal 214, ASTM C88) 375 Specific Gravity Coarse Aggregate (Cal 206, ASTM C127) 115 Specific Gravity Fine Aggregate (Cal 207, ASTM C128) 115 Triaxial Shear Consolidated - Undrained (ASTM 04767) Quote Triaxial Shear Unconsolidated - Undrained (ASTM 02850) Quote Triaxial Staged Consolidated - Undrained (ASTM 04767) Quote Triaxial Staged Unconsolidated - Undrained (ASTM 02850) Quote Unconfined Compression (ASTM 02166) 162 Unit Weight Aggregate (Cal 212, ASTM C29) 80 3 Aug. 18, 2020 Item #4 Page 107 of 314 DocuSign Envelope ID: E0711371C-9EAC-4772-B18C-209C67F6E990 PSA21-1203CM1 Exhibit "A" (continued) Asphalt Concrete Asphalt Core Specific Gravity (Cal 308, ASTM D2726 $58 Asphalt Core Specific Gravity Waxed (Cal 308, ASTM D1188) 74 Emulsion Content (CTM 382) 178 Film Stripping (Cal 302) Quote Gyratory Compacted Maximum Specific Gravity (AASHTO T312) 350 Hamburg Wheel - Plant Produced HMA (AASHTO T324/Cal-Trans Section 39) 900 Hveem - Maximum Bulk Specific Gravity (Cal 308) 300 Hveem & Stabilometer Value (Cal 366) 400 Ignition Oven Correction Factor (AASHTO T308) 250 Ignition Oven Degradation Factor (AASHTO T308) 250 Marshall Density, Stability & Flow (ASTM D6927) 400 Marshall Density (ASTM D6926) 300 Moisture Content of Asphalt Mixtures Using Microwave (Cal 370) 50 Moisture Vapor Susceptibility (Cal 307) Quote Optimum Bitumen Content (AASHTO R35/Cal 367) 3,100 Percent Bitumen Asphaltic Concrete (Cal 382, ASTM D6307) 180 Residue by Evaporation (Cal 331) 178 Rice - Maximum Theoretical Specific Gravity AC (Cal 309, ASTM D2041) 133 Sieve Analysis - Extracted Aggregate (Cal 382, ASTM D5444) 90 Stability and Flow (ASTM D1559) 350 Stabilometer Value (Cal 366) 350 RAP Testing - Fractionated (ASTM D2172/AASHTO T308/Cal-Trans Section 39 Quote RAP Testing - Not Fractionated (ASTM D2172/AASHTO T308/Cal-Trans Section 39) Quote Tensile Strength Ratio - Plant Produced HMA (AASHTO T283) 900 Wet Track Abrasion (ASTM D3910) 185 Concrete 2X2 Cube Compression $27 Concrete Core Compression (ASTM C42) 59 Concrete Cylinder Compression (Cal 521, ASTM C39) 27 Flex Beam Modulus of Rupture (Cal 523, ASTM C78) 74 Modulus of Elasticity (Cal 522, ASTM C469) 261 Shotcrete Mockup Panel (ASTM C1140) 1,040 Shotcrete Panel, 3 Cores - Compression (CBC) 290 Shrinkage - Hardened Concrete (ASTM C157 - Modified) 371 Split Tensile, Concrete Cylinder (ASTM C496) 74 Time of Set (ASTM C403) 200 Trial Batch Fabrication (ASTM C192) 298 Unit Weight, Hardened Concrete (ASTM C642) 45 Unit Weight, Lightweight Concrete (ASTM C567) 59 Masonry Absorption Block (ASTM C140) $115 Compression Adobe 155 Compression Block, Standard (ASTM C140) 150 Compression, Brick (ASTM C67) 115 Efflorescence Block 175 Efflorescence, Brick (ASTM C67) 175 Grout Prism Compression (ASTM C1019) 27 Masonry Core Compression (ASTM C42) 51 Masonry Core Shear (CBC 2105A.4) 95 Masonry Prism Compression (ASTM E447) 150 Mortar Bond Strength - Pull Test (ASTM C482) 62 Mortar Cylinder Compression 27 Mortar Shear Strength (ANSI 118) 53 4 Aug. 18, 2020 Item #4 Page 108 of 314 DocuSign Envelope ID: E071B71C-9EAC-4772-B18C-209C67F6E990 PSA21-1203CMI Exhibit "A" (continued) Masonry - Continued Relative Mortar Strength (Cal 515) $850 Shrinkage - Masonry Block (ASTM C426) 250 Trial Grout Prisms (ASTM C942) 38 Water Retention and Air Content (ASTM C270) 470 Metal Bolt Assembly - Hardness Test $74 Bolt Assembly - Tensile & Proof Load Test 125 Modulus of Elasticity (Steel) 146 Post-Tension Tendon Tensile Testing 185 Tensile Strength & Bend Test, Reinforcing Steel (ASTM A615/A706) 125 Tensile Strength #14 - #18 Bar (ASTM A615) Quote Tensile Strength - Mechanical Splices #9 and Smaller (Cal 670) Quote Tensile Strength - Mechanical Splices #10 to #14 (Cal 670) Quote Tensile Strength - Mechanical Splices #18 (Cal 670) Quote Tensile Strength and Bend Test, Structural Steel (ASTM A370) 180 Miscellaneous Fire Proofing Density Test (ASTM E605) $69 Fiber Reinforced Polymer, Tensile (ASTM D3039) 520 Material Preparation 70/hr Relative Humidity Test (ASTM F2170) 80/kit Concrete Vapor Emission Kits (ASTM F1869) 72/kit Test Chamber and Water Spray Rack (ASTM E1105) 275/hour Miscellaneous Charges Various Default Expense Various 5 Aug. 18, 2020 Item #4 Page 109 of 314 DocuSign Envelope ID: E071B71C-9EAC-4772-618C-209C67F6E990 PSA21-1203CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 110 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI MASTER AGREEMENT FOR AS NEEDED MATERIALS TESTING SERVICES LEIGHTON CONSULTING, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and LEIGHTON CONSULTING, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in materials testing. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as needed materials testing services. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CMI 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 111 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Six Hundred Thousand Dollars ($600,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2 percent, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys 2 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 112 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI fees arising out of the performance of the work described herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 113 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CM I 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 114 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name William "Dave" Olson Contract Administrator Title Project Manager Public Works/CM&I Address 17781 Cowan CITY OF CARLSBAD 1635 Faraday Avenue Phone Irvine, CA 92614 858-300-8491 Carlsbad, CA 92008 Email dolson@leightongroup.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes El NoEl 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 115 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. 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. 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 116 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI 25. 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. II/ /II /II III III III III II/ III II/ III III 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 117 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CM1 26. 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. Executed by Contractor this 31st day of August , 2020. CONTRACTOR CITY OF CARLSBAD, a municipal LEIGHTON CONSULTING, INC., a California corporation By: Yerloph a. an (sign here) corporation of the State of California By: Matt Hall, Mayor By: Joseph Dean, Secretary (print name/title) ATTEST: (sign here) for Barbara Engleson, City Clerk Thomas C. Benson, Jr., President/ CEO (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, 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assistant City Attorney 8 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 118 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E553400 PSA21-1204CM1 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed materials testing services in accordance with the city's Request for Qualifications (RFQ20-1030CM1) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. For field services, the client will be charged for the hours actually worked in 2, 4, 6 and 8 hour increments. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 119 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI Exhibit "A" (continued) 42 1 14119 CARLSBAD PROFESSIONAL FEE SCHEDULE Leighton CLASSIFICATION $IFIR CLASSIFICATION $/HR Technician I 78 Project AdministratorNVord Processor/Dispatcher 72 Technician II! Special Inspector 89 Information Specialist 99 Senior Technician / Senior Special Inspector 99 CAD Operator 113 Prevailing Wage (field soils! materials tester) * 134 GIS Specialist 126 Prevailing Wage (Special Inspector) * 134 GIS Analyst 149 Prevailing Wage (Source Inspector, NDT and soil remediation O&M)" 139 Staff Engineer! Geologist / Scientist 105 System Operation & Maintenance (O&M) Specialist 129 Senior Staff Engineer / Geologist / Scientist / ASMR 120 Non Destructive Testing (NDT) 139 Operations / Laboratory Manager 162 Deputy Inspector 99 Project Engineer / Geologist / Scientist 167 Field / Laboratory Supervisor 132 Senior Project Engineer! Geologist! Scientist! SMR 185 Source Inspector 122 Associate 203 City of Los Angeles Deputy Building (including Grading) Inspector 140 Principal 221 * See Prevailing Wages in Terms and Conditions GEOTECHNICAL LABORATORY TESTING METHOD $1TEST METHOD $1TEST CLASSIFICATION & INDEX PROPERTIES Photograph of sample Moisture content (ASTM D2216) Moisture & density (ASTM D2937) ring samples 10 20 30 California Bearing Ratio (CBR, ASTM D1883) —3 point - 3 point - 1 point R-Value (AASHTO T190/ASTM D2844/CTM 301) untreated soils/aggregates 500 185 310 Moisture & density (ASTM D2937) Shelby tube or cutting 40 R-Value (AASHTO T190/ASTM D2844/CTM 301) lime or cement 340 Atterberg limits (ASTM D4318) 3 points: 150 treated soils/aggregates - Single point, non-plastic 85 - Atterberg limits (organic ASTM D2487/ D4318) 180 SOIL CHEMISTRY & CORROSIVITY - Visual classification as non-plastic (ASTM D2488) 10 pH Method A (ASTM D4972 or CTM 643) 45 Particle size: Electrical resistivity — single point — as received moisture 45 - Sieve only 11/2 inch to #200 (AASHTO T27/ASTM C136/ASTM D6913/CTM 202) 135 Minimum resistivity 3 moisture content points (ASTM G187/CTM 643) 90 - Large sieve 6 inch to #200 (AASHTO 127/ASTM C136/ASTM D6913/CTM 202) 175 pH + minimum resistivity (CTM 643) 130 - Hydrometer only (ASTM D7928) 110 Sulfate content - gravimetric (CTM 417 B Part 2) 70 - Sieve + hydrometer (3 inch sieve, ASTM 7928) 185 Sulfate content - by ion chromatograph (CTM 417 Part 2) 80 - Percent passing #200 sieve, wash only (ASTM D1140) 70 Sulfate screen (Hach()) 30 Specific gravity and absorption of fine aggregate (AASHTO 125 Chloride content (AASHTO T291/CTM 422) 70 T84/ASTM C128/ASTM D854/CTM 207) Chloride content — by ion chromatograph (AASHTO T291/CTM 422) 80 Specific gravity and absorption of coarse aggregate (AASHTO 100 Corrosion suite: minimum resistivity, sulfate, chloride, pH (CTM 643) 265 T85/ASTM C127/CTM 206) Organic matter content (ASTM D2974) 65 - Total porosity - on Shelby tube sample (calculated) - Total porosity - on other sample (calculated) 165 155 SHEAR STRENGTH Shrinkage limits (wax method, ASTM D4943) 126 Pocket penetrometer 15 Pinhole dispersion (ASTM D4647) 210 Direct shear (ASTM D3080, mod., 3 points): Dispersive characteristics (double hydrometer ASTM D4221) As-received moisture & density (chunk/carved samples) 90 60 Consolidated undrained - 0.05 inch/min (CU) Consolidated drained - <0.05 inch/min (CD) 285 345 Sand Equivalent (SE, AASHTO T176/ASTM D2419/CTM 217) 105 Residual shear EM 1110-2-1906-IXA (price per each additional pass after shear) 50 Remolding or hand trimming of specimens (3 points) 90 COMPACTION & PAVEMENT SUBGRADE TESTS Oriented or block hand trimming (per hour) 65 Standard Proctor compaction, (ASTM D698) 4 points: Single point shear 105 - 4 inch diameter mold (Methods A & B) 160 Torsional shear (ASTM D6467 / ASTM D7608) 820 - 6 inch diameter mold (Method C) Modified Proctor compaction (ASTM D1557) 4 points: 215 CONSOLIDATION & EXPANSION/SWELL TESTS - 4 inch diameter mold (Methods A & B) 220 Consolidation (ASTM D2435): 195 - 6 inch diameter mold (Method C) Check point (per point) Relative compaction of untreated/treated soils/aggregates (CTM 216) 245 65 250 Each additional time curve Each additional load/unload w/o time reading Expansion Index (El, ASTM D4829) 45 40 130 Relative density (0.1 ft mold, ASTM D4253, D4254) 235 Swell/collapse — Method A (ASTM D4546-A, up to 10 load/unloads w/o time curves) 290 Single load swell/collapse - Method B (ASTM D4546-B, seat, load & inundate only) 105 www.leightongroup.com PAGE 1 of 4 Aug. 18, 2020 Item #4 Page 120 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D METHOD KEST PSA21-1204CMI Exhibit "A" (continued) Leighton I Fee Schedule METHOD $/TEST TRIAXIAL TESTS Unconfined compression strength of cohesive soil (with stress/strain plot, ASTM D2166) Unconsolidated undrained triaxial compression test on cohesive soils (UU, ASTM D2850, USACE Q test, per confining stress) Consolidated undrained triaxial compression test for cohesive soils, (CU, ASTM D4767, USACE R-bar test) with back pressure saturation & pore water pressure measurement (per confining stress) Consolidated drained triaxial compression test (CD, USACE S test), with volume change measurement. Price per soil type below EM 1110-2-1906(X): - Sand or silty sand soils (per confining stress) - Silt or clayey sand soils (per confining stress) - Clay soils (per confining stress) - Three-stage triaxial (sand or silty sand soils) - Three-stage triaxial (silt or clayey sand soils) - Three-stage triaxial (clay soils) Remolding of test specimens HYDRAULIC CONDUCTIVITY TESTS 135 Triaxial permeability in flexible-wall permeameter with backpressure 310 saturation at one effective stress 170 (EPA 9100/ASTM D5084, falling head Method C): - Each additional effective stress 120 375 - Hand trimming of soil samples for horizontal K 60 Remolding of test specimens 65 Permeability of granular soils (ASTM D2434) 135 Soil suction (filter paper method, ASTM D5298) 400 SOIL-CEMENT Moisture-density curve for soil-cement mixtures (ASTM D558) 240 Wet-dry durability of soil-cement mixtures (ASTM D559) ' 1,205 Compressive strength of molded soil-cement cylinder (ASTM D1633)' 60 Soil-cement remolded specimen (for shear strength, consolidation, etc.) ' 235 ' Compaction (ASTM D558 maximum density) should also be performed — not included in above price 375 500 705 655 875 1,235 65 CONSTRUCTION MATERIALS LABORATORY TESTING METHOD $/TEST CONCRETE STRENGTH CHARACTERISTICS METHOD VEST AGGREGATE PROPERTIES Concrete cylinders compression (ASTM C39) (6" x 12") 25 Bulk density and voids in aggregates (AASHTO 119/ASTM C29/ CTM 212) 50 Concrete cylinders compression (ASTM C39) (4" x 8") 22 Organic impurities in fine aggregate sand (AASHTO 121/ASTM C40/CTM 2131 60 Compression, concrete or masonry cores (testing only) inch (ASTM C42) 40 LA Rattler-smaller coarse aggregate <1.5" (AASHTO T96/ASTM C131/ 200 Trimming concrete cores (per core) 20 CTM 211) Flexural strength of concrete (simple beam-3rd pt loading, ASTM C78/CTM 523) 85 LA Rattler-larger coarse aggregate 1-3" (AASHTO 796/ASTM C535/CTM 2111 250 Flexural strength of concrete (simple beam-center pt. loading, ASTM C293/CTM 523) 85 Apparent specific gravity of fine aggregate (AASHTO T84/ASTM C128/ CTM 208) 130 Non shrink grout cubes (2 inch, ASTM C109/C1107) 25 Clay lumps, friable particles (AASHTO 1112/ASTM 0142) 175 Drying shrinkage - four readings, up to 90 days, 3 bars (ASTM 0157) 400 Durability Index (AASHTO T210/ASTM D3744/CTM 229) 200 Length of concrete cores (CTM 531) 40 Moisture content of aggregates by oven drying (AASHTO 1255/ 40 HOT MIX ASPHALT (HMA) ASTM C566/CTM 226) Resistance of compacted HMA to moisture-induced damage (AASHTO T283/CTM 371) Hamburg Wheel, 4 briquettes (modified) (PASHTO T324) 2,100 900 Uncompacted void content of fine aggregate (PASHTO T304/ ASTM C1252/ CTM 234) Percent of crushed particles (AASHTO T335/ASTM D5821/CTM 205) 130 135 Superpave gyratory compaction (AASHTO T312/ASTM D6925) 350 Flat & elongated particles in coarse aggregate (ASTM 04791/CTM 235) 215 Extraction by ignition oven, percent asphalt (AASHTO T308/ASTM 150 Cleanness value of coarse aggregate (CTM 227) 210 D6307/CTM 382) Soundness, magnesium (AASHTO 1104/ASTM C88/CTM 214) 225 Ignition oven correction/correlation values (AASHTO 1308/ASTM 1,350 Soundness, sodium (AASHTO 1104/ASTM C88/CTM 214) 650 D6307/CTM 382) Extraction by centrifuge, percent asphalt (ASTM D2172) Gradation of extracted aggregate (MSHTO T30/ASTM D5444/CTM 202) Stabilometer, S-Value (ASTM D1560/CTM 366) 150 135 265 MASONRY Mortar cylinders (2" by 4", ASTM C780) Grout prisms (3" by 6", ASTM C1019) 25 25 Bituminous mixture preparation (AASHTO R30/CTM 304) 80 Masonry cores compression, diameter (testing only, ASTM C42) 40 Moisture content of HMA (AASHTO T329/ASTM D6037/CTM 370) 60 Masonry core-shear, Title 24 (test only) 80 Bulk specific gravity of compacted HMA, molded specimen or 50 Veneer bond strength, cost for each (5 required, ASTM 0482) 55 cores, uncoated (AASHTO T166/ASTM D2726/CTM 308) CMU compression to size 8" x 8" x 16" (3 required, ASTM 0140) 45 Bulk specific gravity of compacted HMA, molded specimen or cores, paraffin-coated (AASHTO T275/ASTM D1188/CTM 308) 55 CMU moisture content, absorption & unit weight (6 required, ASTM C140) CMU linear drying shrinkage (ASTM C426) 40 175 Maximum density - Hveem (CTM 308) 200 CMU grouted prisms (compression test x 8" x 16", ASTM C1314) 180 Theoretical maximum density and specific gravity of HMA 130 CMU grouted prisms (compression test > 8" x 8" x 16", ASTM 01314) 250 (AASHTO 1209/ASTM D2041/CTM 309) BRICK Thickness or height of compacted bituminous paving mixture specimens (ASTM D3549) 40 Compression (cost for each, 5 required, ASTM C67) 40 Wet track abrasion of slurry seal (ASTM D3910) 150 Rubberized asphalt (add to above rates) + 25% www.leightongroup.com PAGE 2 of 4 Aug. 18, 2020 Item #4 Page 121 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D METHOD $/TEST REINFORCING STEEL Rebar tensile test up to No. 10 bars (ASTM A370) 45 PSA21-1204CMI Exhibit "A" (continued) Leighton I Fee Schedule METHOD VEST SPRAY APPLIED FIREPROOFING Unit weight (density, ASTM E605) 60 Rebar tensile test > No. 10 bars No. 17 (ASTM A370) Rebar bend test, up to No. 10 bars (ASTM A370) 100 45 BEARING PADS/PLATES AND JOINT SEAL Rebar bend test > No. 10 bars No. 17 (ASTM A370) 150 Elastomeric bearing pads (Caltrans SS 51-3) 990 Epoxy coated rebar/dowel film thickness (coating) test (ASTM A775) 45 Elastomeric bearing pad with hardness and compression tests 1230 Epoxy coated rebar/dowel continuity (Holiday) test (ASTM A775) 65 (Caltrans SS 51-3) Epoxy coated rebar flexibility/bend test, up to No. 11 (ASTM A775) 55 Type A Joint Seals (Caltrans SS 51-2) 1620 Tensile strength, 100,000 pounds axial load (ASTM A370) 45 Type B Joint Seals (Caltrans SS 51-2) 1530 Prestressing wire, tension (ASTM A416) 150 Bearing plates (A536) 720 Sample preparation (cutting) 50 STREET LIGHTS/SIGNALS Resistance butt-welded hoops/bars, up to No. 10 (CTM 670) 180 100W HPS Lighting (Caltrans RSS 86) 1296 Post-tensioned bars (ASTM A772) 420 SAMPLE TRANSPORT Pick-up & delivery (weekdays, per trip, <50 mile radius from Leighton office) 90 EQUIPMENT, SUPPLIES & MATERIALS $/UN1T $/UN1T 1/4 inch Grab plates 5 each Mileage (IRS Allowable) 0.58 mile 1/4 inch Tubing (bonded) 0.55 foot Moisture test kit (excludes labor to perform test, ASTM El 907) 60 test 1/4 inch Tubing (single) 0.35 foot Nuclear moisture and density gauge 88 day 3/8 inch Tubing, clear vinyl 0.55 foot Pachometer 25 day 4-Gas meter (RKI Eagle or similar)/GEM 2000 130 day Particulate Monitor 125 day Air flow meter and purge pump (200 cc/min) 50 day pH/Conductivity/Temperature meter 55 day Box of 24 soil drive-sample rings 120 box Photo-Ionization Detector (PID) 120 day Brass sample tubes 10 each Pump, Typhoon 2 or 4 stage 50 day Caution tape (1000-foot roll) 20 each QED bladder pump w/QED control box 160 day Combination lock or padlock 11 each Quire fee — Phase I only 200 each Compressed air tank and regulator 50 day Resistivity field meter & pins 50 day Concrete coring machine (6-inch-dia) 150 day Slip/threaded cap, 2-inch or 4-inch diameter, PVC Schedule 40 15 each Consumables (gloves, rope, soap, tape, etc.) 35 day Slope inclinometer 200 day Core sample boxes 11 each Soil sampling T-handle (Encore) 10 day Crack monitor 25 each Soil sampling tripod 35 day Cutoff saws, reciprocating, electric (Sawza110) 75 day Stainless steel bailer 40 day Disposable bailers 12 each Submersible pump, 10 gpm, high powered Grundfos 2-inch 160 day Disposable bladders 10 each with controller Dissolved oxygen meter 45 day Submersible pump/transfer pump, 10-25 gpm 50 day DOT 55-gallon containment drum with lid 65 drum Support service truck usage (well installation, etc.) 200 day Double-ring infiltrometer 125 day Survey/fence stakes 8 each Dual-stage interface probe 80 day Tedlar0 bags 18 each Dynamic Cone Penetrometer 400 day Traffic cones (25)/barricades (single lane) 50 day Generator, portable gasoline fueled, 3,500 watts 90 day Turbidity meter 70 day Global Positioning System/Laser Range Finder 80 day Tyvek0 suit (each) 18 each Hand auger set 90 day Vapor sampling box 55 day HDPE safety fence (100 feet) 40 roll Vehicle usage (carrying equipment) 0 hour Horiba U-51 water quality meter 135 day VelociCalc 35 day Light tower (towable vertical mast) 150 day Visqueen (20 x 100 feet) 100 roll Magnehelic gauge 15 day Water level indicator (electronic well sounder) <300 feet 60 day Manometer 25 day deep well ZIPLEVELO 15 day Other specialized geotechnical and environmental testing & monitoring equipment are available, and priced per site www.leightongroup.com PAGE 3 of 4 Aug. 18, 2020 Item #4 Page 122 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CM1 Exhibit "A" (continued) Leighton I Fee Schedule TERMS & CONDITIONS • Expiration: This fee schedule is effective through the term of this agreement. • Proposal Expiration: Proposals are valid for at least 30 days, subject to change after 30 days; unless otherwise stated in the attached proposal. • Prevailing Wages: Our fees for prevailing wage work are based upon California prevailing wage laws and wage determinations. Unless specifically indicated in our proposal, costs for apprentice are not included, If we are required to have an apprentice on your project, you will be notified and additional fees will be charged. • Overtime: Standard overtime rate is per California Labor Law and is billed at 1.5 or 2 times their hourly billing rate. Overtime rate for non-exempt field personnel working on a Leighton observed holiday is billed at 2 times their hourly billing rate. Overtime rate for Prevailing wage work is per the California Department of Industrial Relations (DIR) determination and is multiplied at 1.5 to 2 times their hourly billing rate. • Expert Witness Time: Expert witness deposition and testimony will be charged at 2 times hourly rates listed on the previous pages, with a minimum charge of four hours per day. • Minimum Field Hourly Charges: For Field Technicians, Special Inspectors or any on-site (field) materials testing services will be charged for worked hours in 2, 4, 6 and 8 hour increments. • Outside Direct Costs: Heavy equipment, subcontractor fees and expenses, project-specific permits and/or licenses, project-specific supplemental insurance, travel, subsistence, project-specific parking charges, shipping, reproduction, and other reimbursable expenses will be invoiced at cost plus 10%, unless billed directly to and paid by client. • Insurance & Limitation of Liability: These rates are predicated on standard insurance coverage. • Invoicing: Invoices are rendered monthly, payable upon receipt in United States dollars. • Client Disclosures: Client agrees to provide all information in Client's possession about actual or possible presence of buried utilities and hazardous materials on the project site, prior to fieldwork, and agrees to reimburse Leighton for all costs related to unanticipated discovery of utilities and/or hazardous materials. Client is also responsible for providing safe and legal access to the project site for all Leighton field personnel. • Earth Material Samples: Quoted testing unit rates are for soil and/or rock (earth) samples free of hazardous materials. Additional costs will accrue beyond these standard testing unit rates for handling, testing and/or disposing of soil and/or rock containing hazardous materials. Hazardous materials will be returned to the site or the site owner's designated representative at additional cost not included in listed unit rates. Standard turn-around time for geotechnical-laboratory test results is 10 working days. Samples will be stored for 2 months, after which they will be discarded. Prior documented notification is required if samples need to be stored for a longer time. A monthly storage fee of $10 per bag and $5 per sleeve or tube will be applied. Quoted unit rates are only for earth materials sampled in the United States. There may be additional cost for handling imported samples. • Construction Material Samples: After all designated 28-day breaks for a given sample set meet specified compressive or other client-designated strength, all "hold" cylinders or specimens will be automatically disposed of, unless specified in writing prior to the 28-day break. All other construction materials will be disposed of after completion of testing and reporting www.leightongroup.com PAGE 4 of 4 Aug. 18, 2020 Item #4 Page 123 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI Exhibit "A" (continued) SCHEDULE B Standard Rate Schedule Division Description Rate/Hour Civil Project Manager $165 Project Engineer- Senior $155 Project Engineer- Staff $130 Project Engineer- Junior $95 Engineering Technician $85 Civil Designer $110 CAD Technician $80 Resident Construction Engineer $155 Survey Survey Office Calculations $110 Survey Crew and Equipment $170 Architecture Project Manager $165 Project Architect- Senior $155 Project Architect- Staff $130 Architectural Designer $95 Architectural Technician $80 Environmental Certified Industrial Hygienist $165 Project Manager $165 Project Engineer- Senior $155 Project Engineer- Staff $130 Project Engineer- Junior $95 Geologist- Senior $155 Geologist- Staff $130 Geologist- Junior $95 Environmental Professional/Scientist $105 Environmental Technician $85 Geotechnical Project Manager $165 Lab Manager $105 Lab/Field Technician III $76 Lab/Field Technician ll $60 Lab/Field Technician I $50 Drill Crew and Equipment $195 Inspections Inspector/Assessor- Senior $110 Inspector/Assessor- Junior $85 Construction Project Manager $165 Site Superintendent $110 Quality Control Manager/SSHO $110 Administration Contracts Manager $155 Office Manager $110 Administrative Assistant $60 Updated 2020 Aug. 18, 2020 Item #4 Page 124 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI Exhibit "A" (continued) ,-----, , LotrZazti Baja Exploration Fee Schedule AP Service Unit Price CME 75, minimum drill site charge, including mobilization, up to 4 hours $ 1,600.00 CME 75, minimum drill site charge, including mobilization, up to 4 hours, with prevailing wages $ 2,200.00 CME 95, minimum drill site charge, including mobilization, up to 4 hours $ 1,700.00 CME 95, minimum drill site charge, including mobilization, up to 4 hours, with prevailing wages $ 2,500.00 Day Rates CME 75, day rate drill site charge, including mobilization, up to 8 hours $ 2,400.00 CME 75, day rate drill site charge, including mobilization, up to 8 hours, with prevailing wages $ 3,200.00 CME 95, day rate drill site charge, including mobilization, up to 8 hours $ 2,800.00 CME 95, day rate drill site charge, including mobilization, up to 8 hours, with prevailing wages $ 3,600.00 Limted Access Rig (LAR), day rate drill site charge, including mobilization, up to 8 hours $ 2,500.00 Limted Access Rig (LAR), day rate drill site charge, including mobilization, up to 8 hours, with PW $ 3,300.00 Mobilization Fees Mobilization to San Diego, Riverside and SB county sites (up to 1 hour from Escondido, CA) $ 500.00 Hollow Stem Auger (HSA) Drilling Footage Rates for Permitted or Non-permitted Soil Borings (S13) HSA 0'-30' for SB's, including grout and surface restoration $ 35.00 HSA 31-50' for SB's, including grout and surface restoration $ 35.00 HSA 51-100' for SB's, including grout and surface restoration $ 50.00 Geotechnical Drilling for permitted PVC Wells HSA 0'-30' for 2" MW, including casing, 15' of screen and all annular materials $ 50.00 HSA 0'-30' for 4" MW $ 60.00 HSA 31-50' for 2" MW $ 50.00 HSA 31-50' for 4" MW $ 60.00 HSA 51-100' for 2" MW Call for quote HSA 51-100' for 4" MW Call for quote Brass Ring/SS for CA Modified (CANNISTER QTY) $ 3.00 Environmental SS Sample Liners-EACH $ 5.00 Surface Completions, in asphalt or soil (3 foot concrete pad) $ 600.00 Air Rotary Drilling or Coring Call for quote Extra Personnel (3rd man) Hourly Rate (non-prevailing wage) $ 60.00 Air Rotary Drilling or Coring Concrete Cutting or coring for up to 3 foot diameter Well Pads, up to 6" thick concrete, first hole $ 400.00 Additional holes or cuts $ 200.00 Well Destruction 2 inch PVC Call for quote 4 inch PVC Call for quote Additional Vehicles Support Truck (day rate) $ 250.00 Support Truck with Lift Gate (day rate) $ 500.00 Self Contained Decontamination Trailer (day rate) $ 450.00 Materials Bag of Portland Cement $ 20.00 Bag of Bentonite Chips $ 20.00 Bag of Bentonite Grout $ 25.00 Bag of Concrete $ 12.00 Bag of Rapidset $ 25.00 Bucket of Aquaphalt $ 55.00 55 Gallon Drum $ 65.00 Phone - (760) 743-7678 • Fax - (760) 737-6044 • Email - dbhogan@bajadrilling.com • C57 License# 804318 6/8/2020 Aug. 18, 2020 Item #4 Page 125 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI Exhibit "A" (continued) "N CO Services Price List Cut 'N Core, Inc. • 9194 Chesapeake Drive, San Diego, CA. 92123 • Phone: 858.560.6627 • Fax: 858.560.1841 Inc. Service Type Description Hourly Rate Minimum Note Flatsaw 44HP Gas Saw 1"-7" $145.00 2 Hours i Portal to Portal Flatsaw 60HP $208.00 2 Hours' Portal to Portal Flatsaw Green Cutting $150.00 2 Hours Portal to Portal Flatsaw Loop Cutting $150.00 2 Hours Portal to Portal Flatsaw Electric Hi -Cycle $160.00 2 Hours Portal to Portal Flatsaw Electric Saw (Bull) $178.00 2 Hours Portal to Portal Handsaw Electric Hi-Cycle $150.00 2 Hours Portal to Portal Handsaw Handsaw- Skillsaw 2.5" Deep $150.00 2 Hours Portal to Portal Handsaw Handsaw- Gas Saw 4.5" - $150.00 2 Hours Portal to Portal Handsaw Hand Held Core Drill $150.00 2 Hours Portal to Portal Chainsaw Gas Powered Chainsaw $176.00 2 Hours Portal to Portal Core Drill Core Drilling- 1"- 10" $150.00 2 Hours Portal to Portal Core Drill Core Drilling- 4 Speed 11"- 24" $190.00 2 Hours Portal to Portal Disposal Wastewater Disposal $73.00 Barrel Loader Skid Steer Loader $155.00 3 Hours! I Breaker Skid Steer Hydraulic Breaker $168.00 2 Hours! Skid Steer Track Skid Steer $155.00 3 Hours1 Mini Excavator 303 Mini, 303.5 Mini, 305 Mini Excavator $155.00 3 Hours ! i Backhoe CAT 430F, CAT 430E Backhoe $145.00 4 Hours Backhoe w/ Breaker CAT 430F, CAT 430E Backhoe w/ Breaker $223.00 2 Hours Compaction Wheel Shaker Head/Compaction Wheel $288.00 Per Day' i Move On/Off Move-On/Move-Off Backhoe $195.00 Each Move i On and Off Truck Labor Truck and Tools $130.00 2 Hours! Portal to Portal Compressor 1 Man Compressor w/ Air Tools $175.00 2 Hours Compressor 2 Man Compressor w/ Air Tools $275.00 2 Hours! Laborer Laborer $105.00 2 Hours Bobcat Move On/Off Bobcat w/ Grinder Attachment/ Sweeper Move-On/Move-Off Bobcat w/ attachments $200.00 $195.00 4 Hours! Each Move! i On and Off Water Wagon Water Wagon Rental $250.00 Per Dayi .Delivery/Pickup Water Wagon Delivery and Pickup $130.00 Each Way i Delivery and Pickup Overtime Time and a Half $30.00 Per Howl Double Time Double Time $45.00 Per Houri ** Prices Effective July 1, 2019 Aug. 18, 2020 Item #4 Page 126 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI Exhibit "A" (continued) Calscience 2/28/2020 Parameter Method Matrix TAT (bus. days) Unit Price ($) Volatile Organics by GC/MS EPA 8260B Soil/Aqueous 5 70 BTEX & Fuel Oxygenates by GC/MS EPA 8260B Soil/Aqueous 5 40 TPH by GC/FID Gasoline Range EPA 8015B Soil/Aqueous 5 25 TPH by GC/FID Diesel Range EPA 8015B Soil/Aqueous 5 37 TPH by GC/FID Motor Oil Range EPA 8015B Soil/Aqueous 5 35 TPH Carbon Chain C6 to C44 EPA 8015B Soil/Aqueous 5 45 TPH by GC/FID DRO & MOR (quantitated against Diesel Standard) EPA 8015B Soil/Aqueous 5 38 Semivolatile Organics by GC/MS EPA 8270C Soil/Aqueous 10 135 Polynuclear Aromatic Hydrocarbons by HPLC EPA 8310 Soil/Aqueous 10 95 Polynuclear Aromatic Hydrocarbons by GC/MS SIM EPA 8270C-SIM Soil/Aqueous 10 90 Organochlorine Pesticides by GC EPA 8081A Soil/Aqueous 5 75 Organochlorine Herbicides by GC EPA 8151A Soil/Aqueous 10 195 Polychlorinated Biphenyls (PCBs) by GC/ECD EPA 8082 Soil/Aqueous 5 55 1,4-Dioxane by GC/MS-SIM ID EPA 8270C-SIM ID Soil/Aqueous 10 95 1,2,3-Trichloropropane (TCP) EPA 8260B Soil/Aqueous 5 80 1,2,3-Trichloropropane (TCP) EPA 524.2 SRL Aqueous 5 80 N-Nitrosodimethylamine (NDMA) EPA 1625CM Aqueous 10 125 N-Nitrosodimethylamine (NDMA) EPA 8270C SIM Soil/Aqueous 10 125 CCR Title 22 Metals by ICP EPA 6010/7000S Soil/Aqueous 5 70 CCR Title 22 Metals by ICP/MS EPA 6020/7000S Soil/Aqueous 5 70 Metals by ICP, each EPA 6010B Soil/Aqueous 5 15 Metals by ICP/MS, each EPA 6020 Soil/Aqueous 5 17 Chromium, Hexavalent by Colorimetric EPA 7196A Soil/Aqueous 5 40 Chromium, Hexavalent by IC EPA 7199 Soil/Aqueous 5 65 Chromium, Hexavalent by IC EPA 218.6 Soil/Aqueous 5 70 Mercury EPA 7470A/7471 Soil/Aqueous 5 22 Ferrous Iron SM 3500FeD Aqueous 5 35 Alkalinity (as CaCO3) SM 2320 B Aqueous 5 12 Anions by IC (CI,F,Br,NO2,NO3,PO4,504) each EPA 300.0 Aqueous 5 15 Anions Scan by IC (CI,F,Br,NO2,NO3,PO4,SO4) EPA 300.0 Aqueous 5 50 Bicarbonate Alkalinity SM 2320 B Aqueous 5 12 Biochemical Oxygen Demand (BOD) SM 5210 B Aqueous 5 50 Carbon Dioxide RSK 175 Aqueous 5 65 Carbonate Alkalinity SM 2320 B Aqueous 5 12 Chemical Oxygen Demand (COD) SM5220D Aqueous 5 25 Chlorine, Residual SM 4500 Cl F Aqueous 5 20 COD (Chemical Oxygen Demand) EPA 410.4 Aqueous 5 20 Conductivity SM 2510 B Aqueous 5 7 Dissolved Oxygen SM 4500 0 G Aqueous 5 75 Ethane, Ethene, & Methane RSK 175 Aqueous 5 75 Fluoride General EPA 300.0 Aqueous 5 15 Hardness, as CaCO3 SM 2340 C Aqueous 5 15 MBAS (Surfactants) SM 5540 C Aqueous 5 40 7440 Lincoln Way Garden Grove CA 92814 www.EurofinsUS.com/Calscience 714 895-5494 4eurofins Aug. 18, 2020 Item #4 Page 127 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI eurofins Exhibit "A" (continued) Calscience 2/28/2020 Nitrate Nitrogen EPA 300.0 Aqueous 5 15 Parameter Nitrate/Nitrite Nitrogen Method EPA 300.0 Matrix Aqueous TAT (bus. days) 5 Unit Price ($) 20 Nitrite Nitrogen EPA 300.0 Aqueous 5 15 Nitrogen, Ammonia EPA 350.2/350.3/SM 4500 B/C/F Aqueous 5 50 Nitrogen, Total Kjeldahl (TKN) SN 4500 N Org B Aqueous 5 50 Oil & Grease, Total (HEM.) EPA 1664A Aqueous 5 50 Percent Moisture ASTM D2216 Soil 5 12 Perchlorate EPA 314.0 Aqueous 5 35 Perchlorate EPA 314.0 Soil 5 60 Perchlorate EPA 6850/331.0 Soil/Aqueous 10 135 pH SM 4500 H+B/9045D Aqueous 5 7 Phosphate, ortho- SM 4500 P B/E Aqueous 5 25 Phosphate, ortho- EPA 365.1 Aqueous 5 45 Phosphate, Total SM 4500 P B/E Aqueous 5 25 Phosphate, Total EPA 365.1 Aqueous 5 30 Salinity SM 2520B Aqueous 5 30 Sieve Analysis ASTM D422 Soil 5 75 Solids, Settleable SM 2540 F Aqueous 5 12 Solids, Total Dissolved SM 2540 C Aqueous 5 12 Solids, Total Suspended SM 2540 D Aqueous 5 12 Sulfate EPA 300.0 Aqueous 5 15 Sulfide SM 4500S2 D Aqueous 5 20 Sulfide, Dissolved SM 4500 S2 D Aqueous 5 20 Sulfide, Reactive SW846 Ch.7 1 Soil/Aqueous 5 20 Sulfite SM 4500 503 Aqueous 5 35 Total Dissolved Solids (TDS) SM 2540 C Aqueous 5 12 Total Inorganic Carbon EPA 415.1/SM 5310 D Aqueous 5 40 Total Organic Carbon EPA 415.1/SM 5310 D Aqueous 5 30 Total Organic Carbon EPA 9060A Soil 5 70 Total Recoverable Petroleum Hydrocarbons by IR EPA 418.1 Soil/Aqueous 5 40 Turbidity SM 2130 B Aqueous 5 12 Ignitability EPA 1010 Soil/Aqueous 5 30 Corrosivity as pH EPA 9040/9045 Soil/Aqueous 5 7 Reactive Sulfides/Cyanides EPA SW-846 Soil/Aqueous 5 25 TCLP Extraction-Zero Headspace Extraction EPA 1311 Soil/Aqueous 5 90 TCLP Extraction EPA 1311 Soil/Aqueous 5 30 STLC Extraction CCR Title 22 Soil/Aqueous 5 30 Parameter Method Matrix TAT (bus. days) Unit Price ($) 7440 Lincoln Way Garden Grove CA 92814 www.EurofinsUS.com/Calscience 714 895-5494 Aug. 18, 2020 Item #4 Page 128 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI eurofins Exhibit "A" (continued) Calscience 2/28/2020 Toxic Organic Compounds by GC/MS SCAN EPA TO-15 - SCAN Air 5 125 Toxic Organic Compounds by GC/MS SIM EPA TO-15 - SIM Air 10 175 TPH as Gasoline EPA TO-3 Air 10 50 Fixed Gases Inorganics Includes: Oxygen, Nitrogen, Carbon Monoxide, & Carbon Dioxide. ASTM D1946 Air 5 75 Summa Canister Rental (One-liter or six-liter, batch certificatio) 30 Summa Canister Rental (SIM or Individual certification) 75 Flow Controller Rental (Soil gas, batch certification) 15 Flow Controller Rental (Indoor Air or Ambient Air, batch certification) 25 Flow Controller Rental (Indoor Air or Ambient Air, SIM certification) 50 Tedlar bags, one liter (purchase) 25 EnCore sampler (price is for each sampler, need 3 for any VOC test, 5 if VOCs + TPHg) 8 5035 Prep Fee for samples submitted in EnCore samplers 10 5035 Field Sampling Kit for VOCs (3 vials) 14 5035 Field Sampling Kit for VOCs (5 vials) 25 Notes: Discount from Standard Fee Schedule (for methods not listed above): 20% Rush surcharges: 24-hrs 100% (2.0 multiplier), 48-hrs 50% (1 5 multiplier), 3 days 25% (1.25 multiplier), 4 days 15% (1.15 multiplier Surcharge for Data Packages: Level III +10%, Level IV +15% requested, is 15 working days Project Specific Quotes Available 7440 Lincoln Way Garden Grove CA 92814 www.EurofinsUS.com/Calscience 714 895-5494 Aug. 18, 2020 Item #4 Page 129 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI ExhitVontinued) FEE SCHEDULE KEHOE TESTING & ENGINEERING CONE PENETRATION TESTING (CPT) SERVICES/PRICING (portal to portal*): • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (Overtime) • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (Double time) • Minimum Call Out for CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (4 hrs or less) CPT SERVICES/PRICING INCL. PREVAILING WAGE (portal to portal*); • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (Overtime) • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (Double time) • Minimum Call Out for CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (4 hrs or less) SOIL, GROUNDWATER, VAPOR SAMPLING SERVICES/PRICING (portal to portal*): • Direct Push, Limited or Track Rig • Direct Push, Limited or Track Rig (Overtime) • Direct Push, Limited or Track Rig (Double time) • Minimum Call Out for Direct Push, Limited or Track Rig (4 hrs or less) SOIL, GROUNDWATER, VAPOR SAMPLING INCL. PREVAILING WAGE (portal to portal*): • Direct Push, Limited or Track Rig • Direct Push, Limited or Track Rig (Overtime) • Direct Push, Limited or Track Rig (Double time) • Minimum Call Out for Direct Push, Limited or Track Rig (4 hrs or less) OTHER SERVICES/PRICING: • Seismic Shear Wave Measurements w/ CPT Rig • Pore Pressure Dissipation Testing w/ CPT Rig (no charge w/ daily rate) • Pore Pressure Dissipation Testing w/ CPT Rig (no charge w/ daily rate, incl. Prevailing Wage) • Concrete Coring (up to 8" thick) • Per Diem/Two Man • Cancellation Fee (less than 24 hrs notice given) MATERIALS: • Acetate Liners (1" dia x 2' length) • Acetate Liners (1 3/4" dia x 4' length) • PVC Blank (3/4" or 1" dia), Flush Threaded • PVC Screen (3/4" or 1" dia), Flush Threaded • PVC Caps • Bentonite Granules / Portland Cement / Concrete / Sand / Asphalt Patch • Bentonite Grout • Waste Drum (55 gallon) • Polyethylene Tubing for Groundwater (3/8" dia) & Vapor Sampling (1/4" dia) • Nylon (NylaFlow) Tubing for Vapor Sampling (1/4" dia) • Teflon Tubing for Vapor Sampling (1/4" dia) • Vapor Valves • Vapor Filter/Implant (1/4" Polypropolene) • Disposable Steel Tips for Groundwater Sampling / Vapor Sampling • Other Materials 280.00/hr 320.00/hr 360.00/hr 1,500.00/day 420.00/hr 480.00/hr 540.00/hr 2,000.00/day 180.00/hr 220.00/hr 260.00/hr 900.00/day 300.00/hr 360.00/hr 420.00/hr 1,300.00/day 30.00/ea no charge no charge 150.00/core 400.00/nt 300.00/ea 3.00/ea 4.50/ea 3.50/ft 4.00/ft 1.00/ea 15.00/ea 30.00/ea 50.00/ea .25/ft .75/ft 2.00/ft 3.25/ea 2.00/ea 10.00/ea (cost + 15%) * Portal to portal time includes travel time & loading/unloading equipment. It is also included in total hours estimated. **All unit prices are subject to change. Must call for an estimate based on a specific scope of work. (Rev.02/11 /20-1) 5415 Industrial Drive " Huntington Beach, CA 92649-1518 * (714) 901-7270 ofc " (714) 901-7289 fax * www.kehoetesting.com Aug. 18, 2020 Item #4 Page 130 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D 2020 Fee Schedule (Geophysical/Utility Locating Services) PSA21-1204CMI Exhibit "A" (continued) SubSurface Surveys & Associates, Inc. 2075 Corte Del Nogal, Suite W I Carlsbad, California 92011 Office: (760) 476-0492 Fax: (760) 476-0493 Description Billing Unit Non- Prevailing Wagel Prevailing Wage' Geophysical Services Basic Geophysical Surveying* (Cost of Crew) Hourly $ 280.00 $ 325.00 Advanced Geophysical Surveying** (Cost of Crew) Hourly $ 325.00 $ 430.00 Vibration/Blast Monitoring (Cost of Crew) Hourly $ 120.00 $ 120.00 Rebar/Post-Tension Delineation (Cost of Crew) Hourly $ 210.00 , $ 250.00 *Basic geophysical surveying includes: borehole clearance, utility locating, abandoned oil well and UST detection and locating, Ground Penetrating Radar, Electro-Magnetic, Magnetic and VLF surveys, soil resistivity surveys using the Wenner four electrode array. **Advanced geophysical surveying includes: seismic surveys (refraction and reflection, surface, down-hole, and cross-hole), Electrical Resistivity Imaging Surveys using the STING. Description Billing Unit Amount Amount Mobilizations Within Service Area Basic Geophysical Surveying4 Daily $ 280.00 $ 280.00 Advanced Geophysical Surveying4 Daily $ 400.00 $ 400.00 Blast/Vibration Monitoring/Rebar/PT Surveying4 Daily $ 240.00 $ 240.00 Mobilizations Outside Service Area (Driving) Basic Geophysical Surveying4 Hourly $ 176.00 $ 175.00 Advanced Geophysical Surveying4 Hourly $ 225.00 $ 225.00 Blast/Vibration Monitoring/Rebar/PT Surveying4 Hourly $ 150.00 $ 150.00 Other Costs Weekend, Nighttime2 Lump Sum 25% Increase 25% Increase Overtime3 Lump Sum 25% Increase 25% Increase Presite Visits Hourly $ 60.00 $ 60.00 Per Diem (Only charged for out of town projecgs) Night/person $140.00 $140.00 Seismic Tomography Processing Per Line $ 100.00 $ 100.00 Footnotes 1A11 costs are a turnkey rate, including a professional report with appropriate graphics 2Nighttime rates will be applied to all field hours and mobilization rates during the times of 6:00pm to 6:00am. 30vertime rates will be applied to all field hours in excess of 8 field hours worked in any one day. 4Mobilization to project sites located within 2 hours of Carlsbad, CA Aug. 18, 2020 Item #4 Page 131 of 314 DocuSign Envelope ID: 57C83085-68D1-482D-B805-3ADB8E55340D PSA21-1204CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 132 of 314 DocuSign Envelope ID: C7E5F09D-C4CF-4162-8E64-53A424AD3C80 PSA21-1206CM I MASTER AGREEMENT FOR AS NEEDED MATERIALS TESTING SERVICES TWINING, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and TWINING, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in materials testing. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as needed materials testing services. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CMI 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 133 of 314 DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 PSA21-1206CMI by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Six Hundred Thousand Dollars ($600,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 134 of 314 DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 PSA21-1206CM1 fees arising out of the performance of the work described herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; 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. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 135 of 314 DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 PSA21-1206CMI 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 136 of 314 DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 PSA21-1206CMI 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name Andrew Suarez Contract Administrator Title Project Manager Public Works/CM&I Address 2883 East Spring Street CITY OF CARLSBAD 1635 Faraday Avenue Phone Long Beach, CA 90806 858-974-3750 Carlsbad, CA 92008 Email asuarez@twininginc.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes [Z] No LI 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 137 of 314 DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 PSA21-1206CMI 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. 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. 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 138 of 314 DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 PSA21-1206CMI 25. 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. III III /I/ /// /// /II III III /// /II III II/ III /I/ 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 139 of 314 DocuSign Envelope ID: C7E5F09D-C4CF-4162-8E64-53A424AD3C80 PSA21-1206CMI 26. 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. Executed by Contractor this 25th day of August , 2020. CONTRACTOR CITY OF CARLSBAD, a municipal TWINING, INC., a California corporation corporation of the State of California By: awtri 191Wt..a.S (sign here) By: Matt Hall, Mayor Amy Owens, Secretary (print name/title) ATTEST: for Barbara Engleson, City Clerk Edward M. Twining, Jr., Chairman (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, 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: filVIVEL At• 11tiiittit4 jr. (signhere) BY: ssist nt City Attorney 8 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 140 of 314 DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 PSA21-1206CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed materials testing services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. For field services, the client will be charged for the hours actually worked in 2, 4, 6 and 8 hour increments. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 141 of 314 Equipment Usage (Daily Unless Otherwise Noted) Skidmore Torque Wrench, Small Torque Wrench, Large Torque Multiplier Air Meter Brass Mold Nuclear Gauge (Per Hour) Pull Test Equipment Concrete/Asphalt Coring Equipment Pachometer Floor Flatness (Dipstick) Schmidt Hammer Vapor Emission Test Kits Relative Humidity Probe UPV (Ultrasonic Pulse Velocity) Meter Fireproofing Adhesion/Cohesion (Per Test) A Scan Uitrasonic Equipment and Consumables Magnetic Particle Equipment and Consumables Liquid Penetrant Consumables Phased Array Ultrasonic Equipment (Per Hour) Ground Penetrating Radar Impact Echo Ultrasonic Tomography Inertial Profiler (Per Hour) Project Dedicated Vehicle Roller Compacted Concrete Vibrating Hammer/Tampling Plate Half-cell Potential Equipment Set Concrete Electrical Resistivity Meter Field Hardness (Steel) Coating Thickness Gauge Temperature Control Curing Box (Per Month) Temperature Matching Curing Box (Per Month) Specimen Pick-Up Standard Sample: Concrete Cylinders (Each) Standard Sample: Mortar/Grout Cubes and Cores, Fireproofing, Rebar, and Epoxy Prisms (Each) . Oversize Sample: Masonry Prisms, Shatcrete Panels, Flexural Beams (Each) Technician for Specimen Pick-Up Not Listed Above (Per Hour, 2-Hour Minimum) Technician for Specimen Pick-Up Before 5:00 a.m. or After 5:00 p.m. Monday thru Friday, or All Day Saturday (Per Hour, 2-Hour Minimum Plus Mileage) Jobsite Trailer, Mobile or On-site Laboratory Mobile laboratory for rapid strength concrete (per shift not exceeding 12 hours) All others by quotation Rate 40.00 15.00 $ • 25.00 40.00 20.00 20.00 WAIVED 60.00 $ 250.00 55.00 45.00 20.00 30.00 60.00 $ 350,00 35.00 - $ 75.00 40.00 it 35.00 it 60.00 it 300.00 it 350.00 it 450.00 it 260.00 it 110.00 70.00 $ 350.00 $ 160.00 it 100.00 $ 100.00 $ 450.00 $ 520.00 Rate WAIVED WAIVED $ 50.00 95.00 it 120.00 Rate it 450.00 Rate 25.00 it 25.00 77.00 it 62.00 $ 85.00 $ 90.00 it 240.00 it 490.00 450.00 Task Code 95318 95309 95312 95315 95321 95324 95343 95333 95348 95327 95336 95330 95341 95342 95339 95351 95300 95303 95306 95307 95347 95345 95362 95349 95357 95364 95367 95368 95369 95370 95371 95372 Task Code 20102 20101 20103/ 20104 20107 20109 Task Code 95360 Task Code 20201 20202 20203 20205 20207 Concrete Tests (Field Made Specimens) 6" x 12" Cylinder: Compression Strength (ASTM C39) 4" as' Cylinder Compression Strength (ASTM C39) Densfty of Structural Lightweight Concrete Equilibrium or Oven Dry Method (ASTM C567) Core Compression including Trimming (ASTM C42) 6" x 6" x 18" Flexural Beams Not Exceeding Referenced Size (ASTM C78, C293 or CTM 523) 20209 Splitting Tensile Strength (ASTM C496) 20211 Modulus of Elasticity Test (ASTM C469) 80003 Rapid Chloride Permeability Test: Cylinders or Cores (ASTM C1202) • 80006 Density, Absorption, and Voids in Hardened Concrete (ASTM C642) DocuSign Envelope ID: C7E5F09D-C4CF-4162-8E64-53A424AD3C80 • • • • "TWINING Schedule of Fees Personnel Rates: Per Hour Unless Otherwise Noted Task Code Engineering and Consulting Personnel Rate 10026 Senior Principal Advisor/Consultant $ 300.00 10001 Principal Engineer/Geologist $ 200.00 10017 Metallurgical Engineer $ 190.00 70000 Registered Geotechnical Engineer $ 195.00 10010 Technical Advisor $ 195.00 10011 Material Scientist, Welding/NOT Consultant $ 205.00 70003 Registered Geologist/Certified Engineering Geologist $ 165.00 10003 Senior Engineer/Geologist $ 175.00 10009 Registered Civil Engineer $ 170.00 60003 Roofing/Waterproofing Consultant $ 195.00 10013 Project Engineer/Manager $ 135.00 30000 Quality Control Manager $ 155.00 10005 Senior Staff Engineer/Geologist $ 150.00 10007 Staff Engineer/Geologist $ 145.00 10015 Quality Control Administrator $ 135.00 10019 Metallurgical Technician $ 110.00 90001 GADD Operator/Draftsperson $ 97.00 70107 Field Supervisor $ 130.00, 91030 Safety Supervisor $ 130.00 20000 Laboratory Manager $ 115.00 98000 Laboratory Technician $ 95.00 90005 Expert Witness Testimony $ 525.00 91010 Qualified SWPPP Developer $ 150.00 91000 Qualified SWPPP Practitioner $ 135.00 30001 Vibration Engineer $ 175.00 Task Code Field Inspection Personnel Rate 10101 Concrete/Reinforced Steel Inspector $ 100.00 10103 Prestressed/Post Tensioned Inspector $ 100.00 10105 Concrete ICC Inspector $ 100.00 10109 Drilled-In-Anchor Inspector $ 100.00 10111 Gunite/Shotcrete Inspector $ 100.00 10113 Masonry Inspector $ 100.00 10201 Structural Steel/VVelding Inspector $ 100.00 10203 AWS Certified Welding Inspector $ 100.00 10207 Fireproofing Inspector $ 100.00 10501 Lead Inspector $ 110.00 10115 Firestop Special Inspector- IFC Premier $ 110.00 10117 Firestop Special Inspector - IQP $ 110.00 70109 LA Deputy Grading Inspector $ 120.00 75001 Asphalt Field and Plant Inspector/Technician $ 100.00 70103 Pile Driving Inspector $ 100.00 70101 Soils Technician $ 100.00 10107 Concrete Quality Control (ACl/Caltrans Technician) $ 100.00 10122 Wood Framing Inspector $ 100.00 60001 Roofing/Waterproofing Inspector $ 122.00 10515 Mechanical Inspector $ 140.00 10519 Electrical Inspector 140.00 10521 Plumbing Inspector $ 140.00 10523 Building Inspector $ 135.00 30002 Vibration Monitoring Technician $ 108.00 50003 Field Engineering Technician $ 120.00 Task Code Shop Inspection Personnel Rate 10301 Structural Steel Fabrication Inspector $ 110.00 10309 Batch Plant Quality Control Technician/Inspector $ 110.00 10325 Glue-Laminated Fabrication Inspector Quotation 10328 Pre-Cast Concrete/Pipe Fabrication Inspector $ 116.00 Task Code Non-Destructive Testing Personnel Rate 10401 NDE Ultrasonic Testing Technician $ 115.00 10403 NDE Magnetic Particle Testing Technician $ 115.00 10405 NDE Dye Penetrant Testing Technician 115.00 10305 Combination NDE Technician/Welding Inspector $ 115.00 10409 Radiographic Testing (crew of 2) $ 315.00 10020 NDE Engineer $ 180.00 PSA21-1206CMI Exhibit "A" (continued) Aug. 18, 2020 Item #4 Page 142 of 314 Physical and Chemical Analysis of Fly Ash Chemical Analysis of Fly Ash per - Standard Requirements (ASTM 0618) Physical Testing of Fly Ash per Standard Requirements (ASTM 0618) Partial Analysis or Specific Physical Tests Chemical Analysis and Physical Testing of Fly Ash per Standard Requirements (ASTM 01618) Physical Testing of Chemical Admixtures for Concrete Qualification of Admixture per ASTM 0494 Soils and Aggregate Tests Abrasion: LA Rattler (ASTM 0131) Abrasion: LA Rattler (ASTM 0535) Atterberg Limits/Plasticity Index (ASTM D4318, CTM204) California Bearing Ratio Excluding Maximum Density (ASTM D1883): Soil California Bearing Ratio Excluding Maximum Density (ASTM 01883): Cement-Treated Soil Cement-Treated Soil/Base Mix Design: includes three trial cement contents with three unconfined compressive strength specimens per cement content Chloride and Sulfate Content (CTM 417, CTM 422) Clay Lumps and Friable Particles (ASTM 0142) Cleanness Value: 1" x #4 (CTM 227) Cleanness Value: 1.5" x .75" (CTM 227) Collapse Potential/Index (ASTM D5333) Compressive Strength of Molded Sail-Cement Cylinders (ASTM 01633) Consolidation Test: Full Cycle (ASTM 2435, CTM 219) Consolidation Test: Time Rate per Load Increment (ASTM 02435, CTM 219) Corrosivity Series: Sulfate, CI, pH, Resistivity (CTM 643, 417, and 422) Crushed/Fractured Particles (ASTM D5821, CTM 205) Direct Shear Test: Remolded and/or Residual (ASTM 03080) Direct Shear Test: Undisturbed - Slow [CD] (ASTM 03080) Direct Shear Test: Undisturbed - Fast [CU] (ASTM 03080) Durability Index: Per Method - ABC, or D (CTM 229, ASTM D3744) Expansion Index (ASTM D4829, UBC 18-2) Fine Aggregate Angularity (AASHTO T304, ASTM 01252, CTM 234) Flat and Elongated Particle (ASTM 04791) Flat or Elongated Particle (ASTM 04791) Maximum Density: Methods A/B/C (ASTM D1557, D698, CTM 216) Maximum Density: Check Point (ASTM 01557, 0698) Maximum Density: AASHTO C [Modified] (AASHTO T-180) Moisture Content (ASTM D2216,CTM 226) Moisture and Density: Ring Sample (ASTM D2937) Moisture and Density: Shelby Tube Sample (ASTM D2937) Moisture-Density Relations of Soil-Cement Mixtures Premixed in the Field (ASTM 0558) Moisture-Density Relations of Soil-Cement Mixtures Mixed lathe Lab (ASTM 0558) Organic Impurities (ASTM 040, CTM 213) Permeability (ASTM D5084) Potential Reactivity; Chemical Method (ASTM 0289 - Discontinued Method) Potential Reactivity: Mortar Bar Expansion Method, 14-Day Exposure (ASTM C1260) Potential Reactivity: Mortar Bar Expansion Method, 28-Day Exposure (ASTM 01260) Potential Reactivity: Concrete Bar Expansion, Method (ASTM 01293), 12 month Potential Reactivity: Concrete Bar Expansion, Method (ASTM 01293), 24 month Task Rate Code $ BorLoo 80140 $ 450.00 80143 $ 500.00 80146 80147 Rate $ 32.00 Task $ 32.00 Code 80196 Rate Task $ 50.00 Code 30503 § 90.00 30505 70301 $ 110.00 70303 $ 260.00 70304 $ 95.00 70344 $ 475.00 $ 950.00 70305 30403 30321 30322 $ 490.00 70393 70396 $ 45.00 70309 $ 30.00 70311 $ 130.00 70313 $ 130.00 $ 520.00 70315 $ 450.00 70317 $ 450.00 70319 70321 $ 800.00 70378 $ 5,000.00 70325 75004 $ 1,100.00 30507 $ 7,000.00 30$08 70331 70333 Rate $ 250.00 70335 $ 2,200.00 70337 70339 $ 1,700.00 70341 70340 Rate 70342 $ 1,200.00 30401 $ 650.00 70343 80001 $ 650.00 70394 $ 650.00 70391 Quotation $ 2,400.00 70398 $ 2,600.00 70399 Rate $ 650.00 650.00 Quotation $ 1,100.00 Rate Quotation Rate $ 195.00 195.00 $ 150.00 $ 550.00 $ 650.00 $ 3,200.00 $ 150.00 175.00 $ 175.00 275.00 $ 175.00 105.00 195.00 $ 45.00 245.00 $ 175.00 $ 245.00 $ 225.00 $ 195.00 210.00 $ 150.00 $ 190.00 $ 225.00 $ 195.00 $ 175.00 65.00 $ 195.00 $ 25.00 $ 30.00 $ 40.00 $ 275.00 350.00 $ 90.00 Quotation $ - 525.00 $ 825.00 $ 875.00 $ 2,600.00 $ 2,800.00 DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 O. • • ''TWINING PSA21-1206CMI Exhibit "A" (continued) Task Concrete Tests (Field Made Specimens), Code Continued 40005 Flexural Toughness (ASTM C1609, Formerly ASTM C1018) 40006 Double Punch Strength of Fiber Reinforced Concrete 40009 Coefficient of Thermal Expansion of Concrete (CRD 39, AASHTO T336) Task Code Concrete Specimen Preparation 20151 Sawing of Specimens (Each) 20157 Coring of Specimens in Lab (Each) Task Laboratory Trial Batch: Concrete, Cement Code and Mortar 30217 Compression Test Cylinders Made and Tested in Laboratory (ASTM C192, C35) 30219 6" x 6" x 18" Flexural Beams Made and Tested in Laboratory (ASTM C192, 078) 30223 Splitting Tensile Strength Cylinders Made and Tested In Laboratory (ASTM C192, 0496) 30225 Modulus of Elasticity Test Cylinders Made and Tested in Laboratory (ASTM C192, C469) 30227 Density of Structural Lightweight Concrete Made in the Laboratory, Equilibrium or Oven Dry Method (ASTM C567) 30201 Laboratory Trial Batch (ASTM C192) 30203 Laboratory Trial Batch: Packaged Dry Concrete Including Verification of Slump, Air Content, Plastic Unit Weight, Six Cylinders for Compressive Strength (ASTM 0387 and 0192) 30205 Drying Shrinkage Up to 28 Days: Three 3" x 3" or 4" x 4" Bars, Five Readings opts 28 Dry Days (ASTM 0157) 30230 Additional Reading, Per Set of Three Bars 30231 Storage over Ninety (90) Days, Per Set of Three Bars, Per Month 30207 Setting Time Up to 7 Hours (ASTM 0403) 30209 Bleeding (ASTM C232) 30229 Concrete Restrained Expansion (ASTM 0878) 30211 Mix, Make and Test Mortar or Grout Specimens for Compressive Strength: Set of 6 (ASTM 0878) 20263 Non-Shrink Grout: Height Change after Final Set (ASTM C1090) 20265 Non-Shrink Grout: Height Change at Early Age (ASTM C827) 30232 Cracking Resistance, Set of Three Rings, Laboratory Trial Batching, Test Until Cracking or up to 28 Days (ASTM 1581) 30233 Evaluation of Pm-Packaged Masonry Mortars (ASTM 0270) 30234 Creep, ASTM C512 (One Age of Loading, 12 Months Duration of Testing) Task Chemical Analysis and Petrographic Code Examination of Concrete 80123 Chemical Analysis for Acid Soluble Chlorides (ASTM 01152) (includes sample prep) 80193 Chloride Diffusion Coefficient of Cementitious Mixtures by Bulk Diffusion (ASTM 01556) 80129 Petrographic Examination of Hardened Concrete (ASTM 856) (Comprehensive) Task Code Physical and Chemical Analysis of Cement 80195 Physical Testing and Chemical Analysis of Portland Cement per Standard Requirements (ASTM 0150) 80100 Chemical Analysis of Portland Cement per Standard Requirements (ASTM C150) 80103 Physical Testing of Portland Cement per Standard Requirements (ASTM 0150) 80194 Physical Testing of Type K Cement, Mortar Expansion (ASTM C806) 80106 Partial Analysis or Specific Physical Tests 80110 Sulfates Resistance of Hydraulic Cement (ASTM C1012) - 6 months 80111 Sulfates Resistance of Hydraulic Cement (ASTM 01012) -12 months 2 Aug. 18, 2020 Item #4 Page 143 of 314 Task Code Soils and Aggregate Tests, Continued 70397 Potential Reactivity of Aggregate Combination, 14-Day Exposure, Mortar (ASTM C1567) 70392 Potential Reactivity of Aggregate Combination, 28-Day Exposure, Mortar (ASTM 01567) 70345 R-Value: Soil (ASTM 2844, CTM 301) 70347 R-Value: Aggregate Base (ASTM D2844, CTM 301) 70349 Sand Equivalent (ASTM 02419, CTM 217) 70351 Sieve #200 Wash Only (ASTM D1140, CTM 202) 70353 Sieve with Hydrometer: 3/4" Gravel to Clay (ASTM 0422, CTM 203) 70355 Sieve with Hydrometer: Sand to Clay (ASTM 0422, CTM 203) 70357 Sieve Analysis Including Wash (ASTM 0136, CTM 202) 70359 Sieve Analysis Without Wash (ASTM C136, CTM 202) 70360 Sieve Analysis: Split Sieve (ASTM 0136, CTM 202) 70361 Sieve Analysis Without Wash: With Cobbles (ASTM C136, CTM 202) 70363 Soundness: Sodium or Magnesium Sulfate, 5 Cycles (ASTM C88) 70365 Specific Gravity and Absorption: Coarse (ASTM 0127, CTM 206) 70367 Specific Gravity and Absorption: Fine (ASTM 0128, CTM 207) 70369 Swell/Settlement Potential: One Dimensional (ASTM 04546) 70371 Triaxial 70373 Unconfined Compression (ASTM D2166, CTM 221) 30317 Unit Weight Per Cubic Foot (ASTM C29, CTM 212) 30319 Voids in Aggregate with Known Specific Gravity (ASTM C29, CTM 212) 30411 Lightweight Particle: Coarse (ASTM C123) 30412 Lightweight Particle: Fine (ASTM C123) Task Code Asphalt Concrete Tests 75031 HMA MiAng and Preparation 75032 HMA Mixing and Preparation with Aggregate Treatment 75033 Bulk Specific Gravity of Compacted Sample or Core: SSD (CTM 3080 and ASTM 02726) 75036 Bulk Specific Gravity of Compacted Sample or Core: Parafin Coated (CTM 308A and ASTM 01188) 75040 Emulsion Residue, Evaporation (ASTM D244) 75024 Extraction: % Bitumen (CTM 382, ASTM 06307) 75027 Extraction: % Bitumen and Gradation (CTM 382, CTM 202, ASTM D6307, ASTM 05444) 75028 Extraction: % Bitumen, Correction Factor (CTM 382, ASTM 06307) 75030 Chemical Extraction: % Bitumen and Sieve Analysis (ASTM D2172 Method A or B, ASTM 05444) 75042 Lab Tested Maximum Density: Hveem, 3 briquettes (CTM 304, CTM 308, ASTM 01561, ASTM 01188) 75057 Hveem Stabilometer Test, Premixed, 3 briquettes (CTM 304, CTM 366, ASTM 01560, ASTM D1561) 75048 Lab Tested Maximum Density: Marshall, 3 briquettes (ASTM D6926,ASTM D2726) 75049 Lab Tested Maximum Density: Marshall 6" Specimen, 3 briquettes (ASTM 05581, ASTM 02726) 75050 Lab Tested Maximum Density: Superpave Gyratory Compacted Briquette, SSD, 1 briquette (ASTM 06925, ASTM 02726) 75052 Lab Tested Maximum Density: Superpave Gyratory Compacted Briquette, Parafin, 1 briquette (ASTM D6925, ASTM D1188) 75051 Maximum Theoretical Specific Gravity [RICE] (CTM 309, ASTM D2041) 75066 Marshall Stability and Flow, Cored Sample, each (ASTM 06927) 75069 Marshall Stability and Flow, Premixed, 3 briquettes (ASTM D6926, ASTM 06927) 75106 Marshall Stability and Flow, Gyratory Compacted Specimen Pre-Mixed, 3 briquettes (ASTM 06925, ASTM 05581) 75107 Marshall Stability and Flow 6" Specimen, Premised, 3 briquettes (ASTM 05581) 75063 Moisture Content (CTM 370) Rate it 950.00 $ 1,000.00 $ 375.00 $ 400.00 $ 125.00 $ 90.00 $ 250.00 $ 240.00 $ 140.00 $ 100.00 $ 200.00 $ 225.00 5 450.00 $ 100.00 $ 165.00 $ 105.00 Quotation $ 135.00 $ 125.00 $ 125.00 $ 400.00 . $ 400.00 Rate 125.00 175.00 55.00 $ 80.00 $ 150.00 $ 150.00 $ 200.00 $ 350.00 $ 245.00 $ 200.00 $ 200.00 $ 210.00 $ 215.00 $ 80.00 $ 90.00 $ 150.00 $ 80.00 $ 230.00 $ 230.00 $ 230.00 $ 85.00 DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 00 • TWINING PSA21-1206CMI Exhibit "A" (continued) Task Code Asphalt Concrete Tests, Continued Rate 75005 Wet Track Abrasion Test (ASTM 03910) $ 160.00 75093 Hveem Mix Design (Excluding Aggregate Quality Tests) $ 3,400.00 75096 Hveem Mix Design, with RAP (Excluding Aggregate $ 3,800.00 Quality Tests, RAP Qualification) 75099 Hveem Mix Design, with Lime (Excluding Aggregate $ 3,800.00 Quality Tests) 75094 Hveem Mix Design Caltrans Untreated Mix $ 4,650.00 (Including Aggregate Quality Tests) 75095 Hveem Mix Design Caltrans Lime Treated Mix $ 4,650.00 (Including Aggregate Quality Tests) 75084 Marshall Mix Design (Excluding Aggregate Quality Tests) $ 3,400.00 75087 Marshall Mix Design with RAP (Excluding Aggregate $ 3,800.00 Quality Tests) 75090 Marshall Mix Design with Lime (Excluding Aggregate $ 3,800.00 Quality Tests) 75083 Open Grade Asphalt Concrete Mix Design $ 1,700.00 (CTM 368, ASTM D7064) 75109 Superpave Mix Design (Excluding Aggregate Quality Tests) $ 4,900.00 75113 Superpave Mix Design, with RAP $ 6,500.00 (Excluding Aggregate Quality Tests) 75075 Effect of Moisture on Asphalt Paving Mixtures, Pm-Mixed $ 1,000.00 (MW/TO T283, ASTM 04867) 75111 Hamburg Wheel Track Test, 20,000 passes, 4 briquettes $ 1,100.00 (AASHTO T324) 75039 Raveling Test of Cold Mixed Emulsified Asphalt $ 200.00 (ASTM D7196) 75067 Marshall Stability, wet set, 3 replicates (AASHTO T245) $ 350.00 75068 Marshall Stability, dry set, 3 replicates (AASHTO T245) $ 300.00 75070 Cold Recycled Asphalt Mix Design: 2 gradings each, 3 emulsion content (Caftans LP-8) $ 10,500.00 75114 Superpave Mix Design, with Rubber $ 6,600.00 (Excluding Aggregate Quality Tests) 75115 Superpave Mix Design, with Additives $ 5,790.00 (Excluding Aggregate Quality Tests) Task Code Brick Masonry Tests, ASTM C67 Rate 20301 Modulus of Rupture: Flexural $ 75.00 20303 Compression Strength $ 55.00 20305 Absorption: 5 Hour or 24 Hour $ 60.00 20307 Absorption (Boil): 1, 2 or 5 Hours $ 70.00 20309 Initial Rate of Absorption $ 50.00 20311 Efflorescence $ 70.00 20313 Cores: Compression $ 65.00 20315 Shear Test on Brick Cores: 2 Faces $ 90.00 Task Code Concrete Block, ASTM C140 Rate 20321 Compression $ 85.00 20323 Absorption/Moisture Content/Oven Dry Density 85.00 20327 Linear Shrinkage (ASTM 0426) $ 225.00 20335 Web and Face Shell Measurements 45.00 20329 Tension Test 5 155.00 20331 Core Compression $ 65.00 20333 Shear Test of Masonry Cores: 2 Faces 85.00 20339 Efflorescence Tests $ 45.00 Task Code Masonry Prisms, ASTM C1314 Rate 20341 Compression Test: Composite Masonry $ 185.00 Prisms Up To 8" x 16" 20343 Compression Test: Composite Masonry 245.00 Prisms Larger Than 8" o16" 20346 Prism Cord Modulus of Elasticity $ 525.00 20347 Prism Cord Modulus of Elasticity with Transverse $ 650.00 Strain (for double-wythe specimen) Task Code Mortar and Grout Rate 20351 Compression: 2"x 4" Mortar Cylinders (ASTM 0780) $ 55.00 20353 Compression: 3"x 3" x 6" Grout Prisms, Includes Trimming (ASTM 0119) $ 37.00 20355 Compression: 2" Cubes (ASTM 0109) $ 55.00 20357 Compression: Cores (ASTM C42) $ 65.00 3 Aug. 18, 2020 Item #4 Page 144 of 314 Task Rate Code $ 65.00 20751 20753 Rate $ 65.00 20755 20757 Rate 20759 $ 65.00 $ 85.00 Task Code Rate 20621 $ 47.00 20623 $ 37.00 $ 62.00 Task Code 20780 Rate 20783 $ 60.00 $ 55.00 Task $ 325.00 Code $ 225.00 20701 $ 325.00 20703 20705 Rate $ 70.00 Task $ 250.00 Code $ 375.00 20706 $ 75.00 $ 190.00 20707 $ 145.00 20708 Machining and Preparation of Tensile and Bend Sample: Carbon Steel Machinist: Initial Preparation from Mock-up, Etc. (Per Hour) Sawcut to Overall Width (Per 0.5" Thickness or Fraction Thereof) Machine to Test Configuration: Milled Specimens Machine to Test Configuration: Tumed Specimens (Per 0.5" Thickness or Fraction Thereof) Prepare Subsize Specimens (Per 0.5" Thickness or Fraction Thereof) Charpy Impact Charpy Impact Ambient Temperature Charpy Impact Reduced Temperature Machining of Charp_y Samples: Carbon Steel Cutting and Milling (Per 0.5" or Fraction Thereof) Final Machining to Sample Configuration Prestressing Wires and Tendons, (ASTM A416) Stress-Strain Analysis: Wire or Strands (Including Chart and Percent Offset) Tensile Test Only Tendons Polymer Matrix Composite Materials (Fiberwrap) Tensile Strength - Set of 5 Specimens/batch/ direction (ASTM 03039) Tensile Strength - Additional Specimens (ASTM 03039) Heating Chamber Time - Per 24 hr period Rate $ 95.00 $ 50.00 $ 55.00 $ 70.00 $ 135.00 85.00 Rate 90.00 $ 110.00 Rate 80.00 90.00 Rate $ 180.00 $ 135.00 Rate $ 1,350.00 250.00 95.00 Rate Quotation $ 350.00 Rate Task Calibration Services and Universal Machine $ 60.00 Code Usage $ 70.00 20801 CalibrationNerification Services $ 85.00 20803 Universal Test Machine Usage (Per Hour) $ 135.00 $ 325.00 $ 170.00 $ 75.00 $ 40.00 $ 55.00 $ 70.00 $ 80.00 Cylic and Fatigue Testing Programs on Special Products/Parts $ 45.00 Engineering and Technical supports/Design of Prototypes and Special $ 60.00 Test Set-Up $ 65.00 Fastener/Coupling Full Testing Program Per New Regulations: Tension, Tension/Bend, Shear, Double Shear, 8 Compressions $ 80.00 Fiberglass/Composite Materials Field Testing Program (ASTM 04065, 01143, 04923, 02584, 04476, 01242, 07901, 07921, and 0732) Quotation Field Testing of Structures and Structural Elements Quotation In-Place Shear Testing $ 70.00 Materials and/or Product Evaluation Per Specifications $ 90.00 Structural Dynamic Testing and Durability Analysis Quotation $ 50.00 $ 70.00 Quotation Quotation Quotation Quotation Quotation Quotation Quotation Quotation Quotation Ceramic Tile Testing Division Rate The Ceramic Tile Institute of America (CTIOA) and Twining worked together to advance and develop technology designed to enhance the quality of materials and workmanship in the ceramic tile industry. A separate schedule of fees for these services is available upon request DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 00 • • 'TWINING PSA21-1206CM1 Exhibit "A" (continued) Task Code Masonry Specimen Preparation 20155 Cutting of Cubes Sr Prisms Task Code Fireproofing Tests 20401 Oven Dry Density (ASTM E605) Task Code Gunite and Shotcrete Tests 20361 Core Compression Including Trimming (ASTM C42) 20365 Compression: Cubes (Includes Saw Cutting) Task Concrete Roof Fill: Gypsum, Vermiculite, Perlite, Code Lightweight Insulating Concrete, Etc. 20371 Compression Test (ASTM C495 and C472) 20373 Air Dry Density (ASTM C472) 20379 Oven Dry Density (ASTM C495) Task Code Reinforcing Steel, ASTM A615, A706 20501 Tensile Test: # 11 or Smaller 20503 Bend Test: #11 or Smaller 20504 Bend Test #14 or #18 20505 Tensile Test: # 14 20507 Tensile Test: # 18 Task Reinforcing Steel - Welded or Coupled Code Specimens 20521 Tensile Test Welded/Coupled #11 and Smaller 20523 Tensile Test: Welded/Coupled #14 20525 Tensile Test: Welded/Coupled #18 20529 Weld: Macroetch 20531 Slippage Test - Caftans (CTM 670) 20532 Tensile Test: Welded Hoops 811 and Smaller Task Code Metal and Steel Testing 20601 Tensile Strength: Up to 100K Pounds (Each) 20603 Tensile Strength: Up 10200K Pounds (Each) 20605 Tensile Strength: Up to 300K Pounds (Each) 20607 Tensile Strength: Up to 400K Pounds (Each) 20609 Tensile Strength: 400K to 600K Pounds (Each) 20611 Tensile Strength: Stress-Strain Percent Offset 20545 Weld: Macroetch 20547 Weld: Fracture 20615 Bend Test 20617 Flattening Test 20619 Hardness Test (ASTM E18) 20630 Bolt: Axial Tensile Test (Up to 7/8" diameter) 20631 Balt: Wedge Tensile Test (Up to 7/8 diameter) 20632 Bolt: Axial Tensile Test (Greater than 7/8" up to 1" diameter) 20633 Bolt: Wedge Tensile Test (Greater than 7/8" up to 1" diameter) 20634 Bolt: Axial Tensile Test (Greater than 1" diameter) 20635 Bolt: Wedge Tensile Test (Greater than 1" diameter) 20636 Bolt: Proof Load Test (Up to 7/8') 20637 Bolt: Proof Load Test (Greater than 7/8" up to 1" diameter) 20638 Bolt: Proof Load Test (Greater than 1') 20639 Nut: Proof Load Test (Up to 7/81 20640 Nut: Proof Load Test (Greater than 7/8" up to 1" diameter) 20641 Nut: Proof Load Test (Greater than 1') Task Code Chemical Testing of Metal and Steel Rate 80170 Steel Chemical Analysis $ 155.00 80173 Weight of Galvanized Coating (ASTM A90) $ 75.00 80176 Epoxy Coating Thickness $ 80.00 4 Aug. 18, 2020 Item #4 Page 145 of 314 DocuSign Envelope ID: C7E5F09D-C4CF-41B2-8E64-53A424AD3C80 PSA21-1206CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 146 of 314 DocuSign Envelope ID: D19F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CMI MASTER AGREEMENT FOR AS NEEDED MATERIALS TESTING SERVICES BARNETT QUALITY CONTROL SERVICES, INC., D.B.A. NOVA SERVICES, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the City of Carlsbad, a municipal corporation, hereinafter referred to as "City", and Barnett Quality Control Services, Inc., a California corporation, d.b.a. Nova Services, Inc., hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in materials testing. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as needed materials testing services. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CMI 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 Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor 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. 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 date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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 as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused 1 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 147 of 314 DocuSign Envelope ID: D19F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CMI by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Six Hundred Thousand Dollars ($600,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "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 thereof. 6. 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys 2 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 148 of 314 DocuSign Envelope ID: al 9F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CM I fees arising out of the performance of the work described herein 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. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 3 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 149 of 314 DocuSign Envelope ID: D-I9F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CMI 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 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. 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 4 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 150 of 314 DocuSign Envelope ID: D19F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CMI 15. 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: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name James E. Parker Contract Administrator Title Project Manager Public Works/CM&I Address 4373 Viewridege Avenue, Suite CITY OF CARLSBAD 1635 Faraday Avenue Phone San Diego, CA 92123 858-292-7575 x 405 Carlsbad, CA 92008 Email jparker@usa-nova.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes [Z] No E 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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 5 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 151 of 314 DocuSign Envelope ID: D19F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CMI upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 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. 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. 23. JURISDICTIONS AND VENUE 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor 6 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 152 of 314 DocuSign Envelope ID: D-19F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CMI 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. 25. 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. II/ III II/ II/ III /// III /// III III ill //I II/ III 7 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 153 of 314 DocuSign Envelope ID: D19F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CMI 26. 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. Executed by Contractor this 17 day of August , 2020. CONTRACTOR CITY OF CARLSBAD, a municipal BARNETT QUALITY CONTROL SERVICES, INC., a California corporation d.b.a. NOVA SERVICES, INC. (sign here) corporation of the State of California clif/ati Matt Hall, Mayor By: By: Danny Barnett, President / CFO By: (print name/title) ATTEST: (sign here) for Barbara Engleson, City Clerk (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, 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney Assis ant City Attorney 8 City Attorney Approved Version 6/12/18 BY: Aug. 18, 2020 Item #4 Page 154 of 314 DocuSign Envelope ID: D19F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed materials testing services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. For field services, the client will be charged for the hours actually worked in 2, 4, 6 and 8 hour increments. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 155 of 314 DocuSign Envelope ID: D19F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CM1 Exhibit "A" (continued) NOVA FEE SCHEDULE STAFF 1. NAME James E. Parker, PE TITLE Project Manager/Principal Engineer HOURLY RATE $200.00 2. Matthew S. Bovee, PE Project Engineer $155.00 3. John F. O'Brien, PE, GE Principal Geotechnical Engineer $200.00 4. Melissa Stayner, PG, CEG Senior Engineering Geologist $175.00 5. Wail Mokhtar Project Engineer $155.00 6. Kevin Conner Laboratory Manager $ 75.00 7. Adam Greening Assistant Laboratory Manager $ 65.00 8. Armando Gonzalez Laboratory Technician $ 55.00 9. Rene Solano Jr. Laboratory Technician/Field Technician $ 45.00/100.00 10. Brian Gillespie Field Technician $100.00 11. Dustin Jasper Field Technician $100.00 12. Rick Patton Field Technician $100.00 13. Robert Rocha Ultrasonic Testing Technician 1 $104.00 EXPENSES DESCRIPTION Coring Two Man Crew COST $265.00/day % MARKUP 0 1. 2. Pachometer (reinforcing steel) $ 50.00/day 0 3. Skidmore/Wilhelm $100.00/day 0 4. Manometer $ 50.00/day 0 5. Schmidt Hammer $ 25.00/day 0 6. Technical Drafter (CAD) $ 85.00/hour 0 7. Word Processing/Administrative $ 55.00/day 0 8. Pick-Up/Delivery within San Diego County $ 85.00/trip 0 9. Monthly Electronic Reporting $325.00/month 0 TRAVEL TIME AND MILEAGE For projects that are greater than 50 miles from NOVA's Office, $0.85/per excess mile to and from the project will be charged for inspectors and technicians. EXPENSES AND OUTSIDE SERVICES Outside services not included in this fee schedule (samples sent to outside laboratory for testing, samples sent to out- side fabricator or machine shop, equipment and subcontractors) are all charged at cost plus 10%. Per Diem (meals only) charged at $65 per day. Aug. 18, 2020 Item #4 Page 156 of 314 DocuSign Envelope ID: D19F2769-7E87-4937-A62F-5CB18F3C3D62 #1011 NOVA PSA21-1205CMI Exhibit "A" (continued) FEE SCHEDULE Based on CA DIR Determination SD-23-63-3-2019-1D— Expiration Date 6/30/2020. LABORATORY TESTING Test ASTM/Caltrans Fee Soil and Aggregate, Primary Testing Compaction Curve, Modified, 6" D 1557 $195.00 Compaction Curve, Modified, 4" D 1557 $190.00 Compaction Curve, Standard, 6" D 698 $195.00 Compaction Curve, Standard, 4" D 698 $190.00 Compaction Check Point $ 75.00 California Impact CT-216 $220.00 Oversize Rock Correction D 4718 $ 70.00 Sieve Analysis, with Wash C 136, CT-202 $130.00 Sieve Analysis, coarse, w/o Wash C 136, CT-202 $ 55.00 Sieve Analysis, fine with Hydrometer D 422, CT-203 $210.00 #200 Sieve Wash D1140 $ 85.00 Specific Gravity and Absorption, Coarse C 127, CT-206 $ 75.00 Specific Gravity and Absorption, Fine C 128, CT-207 $ 85.00 Unit Weight and Voids in Aggregate C 29, CT-212 $ 65.00 Moisture Content D2216 $ 35.00 Moisture Content and Dry Density D 2937 $ 35.00 Atterberg Limits: PL, LL, PI D4318, CT-204 $145.00 Atterberg Limits—NP D4318, CT-204 $145.00 Sand Equivalent, Average of Three D2418, CT-217 $105.00 Sand Equivalent D 2418 $ 85.00 Durability Index, Coarse D 3744, CT-229 $255.00 Durability Index, Fine D 3744, CT-229 $255.00 Cleanness Value CT-227 $115.00 Los Angeles Abrasion (LA Rattler) C 131 / C 535, CT-211 $360.00 Soil, Secondary Testing Expansion Index D 4829, UBC 29-2 $160.00 R-Value D 2844, CT-301 $250.00 Consolidation, per point D 2435 $ 65.00 Direct Shear, UU, CD, CU D 3080 $300.00 Sulfate and Chloride Content $ 90.00 pH and Resistivity CT-643 $140.00 Unconfined Compression D 2166 $110.00 Asphalt Concrete Hveem Stability and Unit Weight D 1560, CT-366 $190.00 Maximum Theoretical Specific Gravity (Rice) D 2041 $ 85.00 Percent Asphalt — Ignition Oven, no gradation C 6307, CT-382 $ 85.00 Percent Asphalt with Gradation (ignition oven) C 6307, CT-382 $180.00 Unit Weight Only (compacted sample or core) D 2726 /D 1188, CT-308 $ 30.00 Unit Weight Requiring Compaction D 2726, CT-304 /308 $100.00 Asphalt Mix Design AASHTO, Caltrans, Greenbook Quote Asphalt Mix Design Review $165.00 of Car/ 20- SY_ Discipline ,7::;ed Mater::: s Aug. 18, 2020 Item #4 Page 157 of 314 DocuSign Envelope ID: D19F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CM1 Exhibit "A" (continued) FEE SCHEDULE igkt NOVA LABORATORY TESTING ASTM/Caltrans Fee Test Concrete and Masonry Concrete Cylinder Compression Test (4x8, 6x12) C 39, CT-521 $ 25.00 . Compression Test, Mortar, Grout C 780 / C 1019 $ 35.00 Compression Test, High-Strength Grout C 109 $ 45.00 Compression Test, Core (includes sample prep) C 42 $ 65.00 Compression Test, Lightweight Concrete (insulating, fill) C 495 $ 50.00 Compression Test, Shotcrete Panel, set of four cut cores C 42 $325.00 Flexural Strength, 6X6 beam C 78 / C 293 $ 75.00 Unit Weight Fresh Concrete C 138, CT-518 $ 45.00 Unit Weight, Lightweight Concrete C 567 $ 75.00 Concrete Trial Batch Quote Concrete Mix Design Quote Concrete Mix Design Review $185.00 Moisture Vapor Emission Kits F1869 $ 30.00 Shotcrete Nozzleman Certification-mock up panel, coring, and grading, per nozzleman. $1,950.00 Composite Prism Masonry Unit — Compression ASTM C1314 $155.00 Compression Test, Block C 140 $ 60.00 Compression Test, Brick C 67 $ 45.00 Absorption, Unit Weight, and Received Moisture, Masonry Block C 140 $105.00 Linear Shrinkage, Masonry Block C 426 $130.00 Masonry Block Conformance (absorption, unit weight, compressive strength) C 90 $550.00 Masonry Brick Rupture $ 90.00 Steel and Fireproofing Bolt-Nut-Washer Conformance Testing F 606 $645.00 Bolt-Nut-Washer, Hardness Only F 606 $125.00 Reinforcing Steel, Tensile Test, < No. 11 bar A 370 $ 75.00 Reinforcing Steel, Tensile Test, 11 to 18 bar A 370 $125.00 Reinforcing Steel, Bend Test, 11 bar or smaller A 370 $ 75.00 Fireproofing — Density Test (template/displacement) E 605 $ 55.00 Fireproofing Adhesion/Cohesion E736 $ 10.00 Structural Steel $240.00 Miscellaneous Additional Sample Preparation, per hour $ 65.00 Lab Technician, per hour $ 65.00 Aug. 18, 2020 Item #4 Page 158 of 314 DocuSign Envelope ID: D19F2769-7E87-4937-A62F-5CB18F3C3D62 PSA21-1205CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. City Attorney Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 159 of 314 EXHIBIT 2 RESOLUTION NO. 1644 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD MUNICIPAL WATER DISTRICT (CMWD), APPROVING THE EXECUTION OF MASTER SERVICE AGREEMENTS WITH CMWD FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES WITH KLEINFELDER CONSTRUCTION SERVICES, INC., INFRASTRUCTURE ENGINEERING CORPORATION, HARRIS 8c ASSOCIATES, INC., AND VALLEY CM, INC. DBA VALLEY CONSTRUCTION MANAGEMENT; AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES WITH SCHNEIDERCM, INC., GRIFFIN STRUCTURES, INC., KITCHELL/CEM, INC., AND ANSER ADVISORY MANAGEMENT, LLC DBA ANSER ADVISORY; AND AS- NEEDED MATERIALS TESTING SERVICES WITH ATLAS TECHNICAL CONSULTANTS LLC (FORMERLY SCSI, INC.), LEIGHTON CONSULTING, INC., TWINING, INC., AND BARNETT QUALITY CONTROL SERVICES DBA NOVA SERVICES, INC. WHEREAS, the Board of Directors of the Carlsbad Municipal Water District (CMWD) has determined that construction management and inspection service agreements requested by the Public Works Branch, Construction Management & Inspection (CM&I) Department, for CMWD construction projects are necessary on an ongoing, as-needed basis in order to maintain service levels; and WHEREAS, the purchasing officer authorized competitive negotiations for these services pursuant to Carlsbad Municipal Code Section No. 3.28.070; and WHEREAS, CMWD solicited, received and reviewed responses to a Request for Qualifications for horizontal construction management and inspection services, vertical construction management and inspection services, and materials testing; and WHEREAS, based on evaluation of the proposals received, staff recommends that CMWD enter into agreements for horizontal construction management and inspection services with Kleinfelder Construction Services, Inc., Infrastructure Engineering Corporation, Harris & Associates, Inc., and Valley CM Inc. dba Valley Construction Management for an initial agreement term of three years with two possible one-year extensions for a total agreement term of up to five years; and WHEREAS, based on evaluation of the proposals received, staff recommends CMWD enter into agreements for vertical construction management and inspection services with SchneiderCM, Inc., Griffin Structures, Inc., Kitchell/CEM, Inc., and Anser Advisory Management, LLC dba Anser Advisory for an initial agreement term of three years with two possible one-year extensions for a total agreement term of up to five years; and Aug. 18, 2020 Item #4 Page 160 of 314 EXHIBIT 2 WHEREAS, based on evaluation of the proposals received, staff recommends CMWD enter into agreements for materials testing services with Atlas Technical Consultants LLC (formerly SCST, Inc.), Leighton Consulting, Inc., Twining, Inc., and Barnett Quality Control Services dba NOVA Services, Inc. for an initial agreement term of three years with two possible one-year extensions for a total agreement term of up to five years; and WHEREAS, staff recommends that each agreement for horizontal and vertical construction management and inspection services shall not exceed $800,000 per agreement year; and WHEREAS, staff recommends that each agreement for materials testing shall not exceed $600,000 per agreement year; and WHEREAS, the CMWD Board of Directors approved sufficient funds with the fiscal year 2020- 21 Operating and Capital Improvement Program (CIP) Budgets to cover the first agreement year; and WHEREAS, expenditures for these professional services in subsequent fiscal years are subject to availability of Board of Directors-approved funding from the Public Works Operating Budget and the CIP. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad Municipal Water District, as follows that: 1. The above recitations are true and correct. 2. The president or designee is hereby authorized and directed to execute the master service agreements for horizontal construction management and inspection services, attached hereto, with Kleinfelder Construction Services, Inc. (Attachment A.1), Infrastructure Engineering Corporation (Attachment A.2), Harris & Associates, Inc. (Attachment A.3), and Valley CM Inc. dba Valley Construction Management (Attachment A.4) for an initial agreement term of three years with two possible one-year extensions for a total agreement term of up to five years. 3. The president or designee is hereby authorized and directed to execute the master service agreements for vertical construction management and inspection services, attached hereto, with SchneiderCM, Inc. (Attachment A.5), Griffin Structures, Inc. (Attachment A.6), Kitchell/CEM, Inc. (Attachment A.7), and Anser Advisory Management, LLC dba Anser Advisory (Attachment A.8) for an initial agreement term of Aug. 18, 2020 Item #4 Page 161 of 314 EXHIBIT 2 three years with two possible one-year extensions for a total agreement term of up to five years. 4. The president or designee is hereby authorized and directed to execute the master service agreements for materials testing services, attached hereto, with Atlas Technical Consultants LLC (formerly SCST, Inc., Attachment A.9), Leighton Consulting, Inc. (Attachment A.10), Twining, Inc. (Attachment A.11), and Barnett Quality Control Services dba NOVA Services, Inc. (Attachment A.12) for an initial agreement term of three years with two possible one-year extensions for a total agreement term of up to five years. 5. The executive manager is hereby authorized to execute amendments to extend the agreements for two additional one-year periods or parts thereof in an amount not-to- exceed $800,000 per agreement year for both horizontal and vertical construction management and inspection services, and $600,000 per agreement year for materials testing services. PASSED, APPROVED AND ADOPTED at a Special Meeting of the Board of Directors of the Carlsbad Municipal Water District of the City of Carlsbad on the 18th day of August, 2020, by the following vote, to wit: AYES: Hall, Blackburn, Bhat-Patel, Schumacher. NAYS: None. ABSENT: None. ofrff/iZer MATT HALL, President BARBARA ENGLESON, Secretary (SEAL) I ..,. ..s,,tx. ,,,..i . ..i ... . ,..,. ,..,. 4,), ,, ,... ..'s \C " 1 L .:. 0 MAii,'.. <C` ''..• : 0 : -_- 1:13 cr T I in- z • in ° : -4 - . 4-', 4ziFock' ••• '' ..• ...),• • 4, , z- -:, e., ..... . , ' ,. 7 '... ••• ), : ., ,., „s• 1 I Aug. 18, 2020 Item #4 Page 162 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION KLEINFELDER CONSTRUCTION SERVICES, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and KLEINFELDER CONSTRUCTION SERVICES, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a firm that is experienced in construction management and inspection for horizontal projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management & inspection. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 163 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If CMWD extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 164 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 165 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 166 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Title Address Phone Email Mark Plotnikiewicz Contract Administrator Project Manager Public Works 5761 Copley Drive, Suite 100 CITY OF CARLSBAD/CMWD 1635 Faraday Avenue San Diego, CA 92111 858-223-8480 Carlsbad, CA 92008 mplotnikiewicz@kleinfelder.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all four categories. Yes E No El 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 167 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 168 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. /II III III /I/ //I /II III III /II 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 169 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI 26. 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. Executed by Contractor this 17 day of August , 2020. CONTRACTOR KLEIN FELDER CONSTRUCTION SERVICES, INC., a California corporation By: Oacbra14, bat-ra, (sign here) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad Matt Hall, President By: Deborah Butera, Secretary By: (print name/title) tAtxiS greltdrei (sin here) for Barbara Engleson, Secretary Louis Armstrong, President (print name/title) If required by CMWD, 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, 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: CELIA A. BREWER, General Counsel BY: Assistant General Counsel 8 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 170 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 171 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI Exhibit "A" (continued) KLIENFELDER CONSTRUCTION SERVICES 2020 BILLING RATES CITY OF CARLSBAD AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (NON-PREVAILING WAGE) Field Staffing Position Straight Time ($/Hr Range) Overtime Rate ($/HR Range) Double Time Rate (WHR Range) Project Manager $195 $195 $195 Safety Inspector $145 $165 $145 $165 $145 $165 Construction Manager $180 $195 $180 $195 $180 $195 Schedule Engineer $130 $195 $130 $195 $130 $195 Resident Engineer $170 $195 $170 $195 $170 $195 Senior Inspector - Non PW $157 $167 $236 $251 $314 $334 Office Engineer $95 $125 $95 $125 $95 $125 Structures Representative $157 $167 $157 $167 $157 $167 Special Inspector $150 $160 $225 $240 $300 $320 (PREVAILING WAGE) Field Staffing Position I Straight Time I Overtime Rate (WHR I Double Time Rate Safety Inspector - PW $165 $170 $248 $330 Senior Inspector - PW $165 $170 $248 $330 Structures Inspector- PW $165 $170 $248 $330 Special Inspector - PW $165 $170 $248 $330 Hourly charges include provisions for normal overhead costs such as fringe benefits, insurance, clerical services, equipment, normal supplies and materials. Field personnel are equiped with work trucks, cell phone/radios, laptop computers and basic tools. All other direct costs shall be reimbursed at a rate of costs plus 10%. Prevailing Wage rates based on California DIR SD County Determination No. SD-23-63-3-2020-1D including the two predetermined rate increases scheduled for July 1 of both 2020 and 2021. Mileage costs for construction managers and inspectors are included in our hourly rate, and we will not be billing separately for mileage expenses for work performed in those classifications. Also, all equipment, cell phones, laptops, insurance, and vehicle charges are included in the hourly rates as well, for all classifications. Aug. 18, 2020 Item #4 Page 172 of 314 DocuSign Envelope ID: 2BAA02A2-FE93-4E92-965D-6E5E3B994982 PSA21-1213CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 173 of 314 DocuSign Envelope ID: B127383C-94B9-43BC-BFC1-6055CD5CCFC9 PSA21-1212CMI MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION INFRASTRUCTURE ENGINEERING CORPORATION THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the, City of Carlsbad, hereinafter referred to as "CMWD", and INFRASTRUCTURE ENGINEERING CORPORATION, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a firm that is experienced in construction management and inspection for horizontal projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management & inspection. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 174 of 314 DocuSign Envelope ID: B127383C-94B9-43BC-BFC1-B055CD5CCFC9 PSA21-1212CMI the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If CMWD extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7, SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 175 of 314 DocuSign Envelope ID: B127383C-94B9-43BC-BFC1-6055CD5CCFC9 PSA21-1212CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 176 of 314 DocuSign Envelope ID: B127383C-94B9-43BC-BFC1-B055CD5CCFC9 PSA21-1212CMI 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to CMWD/City. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 177 of 314 DocuSign Envelope ID: B127383C-94B9-43BC-BFC1-B055CD5CCFC9 PSA21-1212CMI 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Scott Adamson Contract Administrator Title Project Manager Public Works Address 14271 Danielson Street CITY OF CARLSBAD 1635 Faraday Avenue Phone Poway, CA 92064 858-842-6979 Carlsbad, CA 92008 Email sadamson@iecorporation.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes El No 0 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 178 of 314 DocuSign Envelope ID: B127383C-94B9-43BC-BFC1-B055CD5CCFC9 PSA21-1212CMI is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 179 of 314 DocuSign Envelope ID: B127383C-94B9-43BC-BFC1-B055CD5CCFC9 PSA21-1212CMI 23. JURISDICTIONS AND VENUE 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. III III /// III II/ III 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 180 of 314 DocuSign Envelope ID: B127383C-9469-43BC-BFC1-B055CD5CCFC9 PSA21-1212CMI 26. 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. Executed by Contractor this 17 day of August - , 2020. CONTRACTOR INFRASTRUCTURE ENGINEERING CORPORATION, a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: By: '..(;21ign here) Matt Hall, President Robert Weber, President By: (print name/title) (sign here) for Barbara Engleson, Secretary (print name/title) If required by CMVVD, 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, 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: CELIA A. BREWER, General Counsel BY: Assis ant General Counsel 8 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 181 of 314 DocuSign Envelope ID: B127383C-94B9-43BC-BFC1-B055CD5CCFC9 PSA21-1212CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 182 of 314 DocuSign Envelope ID: B127383C-9469-43BC-BFC1-B055CD5CCFC9 PSA21-1212CMI Exhibit "A" (continued) FEE SCHEDULE MASTER AGREEMENT RATE SCHEDULE The rates provided below are inclusive of all equipment, cell phones, laptops, insurance, vehicle charges, and mileage associated with field personnel services and will be valid through Term of Agreement. 1-EC STAFF 1 IIIIIIIIIIII0 _. *TITLE HOURLY RATE NaAl 111=-11111111r 1. Scott Adamson, PE, QSD/P Principal Engineer $200.00 2. Rob Fitzgerald/TBD Construction Manager $175.00 3. TBD Resident Engineer $165.00 4. TBD Senior Construction Inspector $155.00 5. Nancy Cambra/TBD Labor Compliance/Construction Administration $115.00 4 SUBCONSULTANT NAME/FIRM TITLE HOURLY RATE 1. I Rockwell Construction Services (RCS) Electrical/SCADA Inspector I $195.00 City of Carlsbad 2 Master Agreement Consultant Services RFQ 20-1020CMI Discipline No. 1 — As-Needed Horizontal Construction Management & Inspection Aug. 18, 2020 Item #4 Page 183 of 314 DocuSign Envelope ID:13127383C-94B9-43BC-BFC1-B055CD5CCFC9 PSA21-1212CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 184 of 314 DocuSign Envelope ID: B630CED6-697A-448F-9916-0525E3236533 PSA21-1211CMI MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION HARRIS & ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and HARRIS & ASSOCIATES, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a firm that is experienced in construction management and inspection for horizontal projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management & inspection. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 185 of 314 DocuSign Envelope ID: B630CED6-B97A-448F-9916-0525E3236533 PSA21-1211CMI the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If CMWD extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractors 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 thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 186 of 314 DocuSign Envelope ID: B630CED6-B97A-448F-9916-0525E3236533 PSA21-1211CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 187 of 314 DocuSign Envelope ID: B630CED6-B97A-448F-9916-0525E3236533 PSA21.1211CMI 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 188 of 314 DocuSign Envelope ID: B630CED6-B97A-448F-9916-0525E3236533 PSA21-1211CMI Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Title Address Phone Email Mahmoud Akhavaian Contract Administrator Project Manager Public Works 600 B Street, Suite 2000 CITY OF CARLSBAD 1635 Faraday Avenue San Diego, CA 92101 619-236-1778 Carlsbad, CA 92008 mahmoud.akhavian@weareharris.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes E No E] 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 189 of 314 DocuSign Envelope ID: B630CED6-B97A-448F-9916-0525E3236533 PSA21-1211CMI 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 190 of 314 DocuSign Envelope ID: B630CED6-B97A-448F-9916-0525E3236533 PSA21-1211CMI 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. III III III II/ /// II/ /// III II/ 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 191 of 314 DocuSign Envelope ID: B630CED6-697A-448F-9916-0525E3236533 PSA21-1211CM1 26. 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. Executed by Contractor this 17th day of August , 2020. CONTRACTOR HARRIS & ASSOCIATES, INC., a California corporation By: iktk, 6rYttAdits (sign here) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: cayyzeof Matt Hall, President John Kuprenas, Division President (print name/title) By: ATTEST: (sign here) for Barbara Engleson, Secretary (print name/title) If required by CMWD, 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, 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: CELIA A. BREWER, General Counsel BY: 17Ae-s--Shnt General Counsel General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 192 of 314 DocuSign Envelope ID: B630CED6-B97A-448F-9916-0525E3236533 PSA21-1211CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 193 of 314 DocuSign Envelope ID: B630CED6-B97A-448F-9916-0525E3236533 PSA21-1211CM1- Exhibit "A" (continued) EXHIBIT B -MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement. Harris & Associates, inc. is not proposing subconsultants for this contract. Staff Number Name Title Hourly Rate $225 $220 $210 $210 $175 $-175 $175 $175 $175 $175 1. Lara Jennings 2. Mahmoud Akhavain 3. Scott Giannini 4. Anton Handal 5. Jamal Hanna 6. Christopher Kelley 7. Rick Skinner 8. Ralph Roberts 9. David Gulczynski 10. Alberta Mata Principal-in-Charge Senior Project Manager Senior Construction Manager Senior Construction Manager Construction Manager/Senior Inspector Construction Manager/Senior Inspector Construction Manager/Senior Inspector Construction Manager/Senior Inspector Construction Manager/Senior Inspector Senior Scheduler Please note that that all equipment, cell phones, laptops, insurance, and vehicle charges are included in the hourly rates as well as mileage, for all classifications. Aug. 18, 2020 Item #4 Page 194 of 314 DocuSign Envelope ID: B630CED6-B97A-448F-9916-0525E3236533 PSA21-1211CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 195 of 314 DocuSign Envelope ID: 7C316FFB-1018-45A2-B2B3-D758B3C4D0D8 PSA21-1214CMI MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION VALLEY CM INC. D.B.A. VALLEY CONSTRUCTION MANAGEMENT THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Valley CM Inc., a California corporation d.b.a. Valley Construction Management, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a firm that is experienced in construction management and inspection for horizontal projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management & inspection. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CM I and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above. The Executive Manager of CMWD (Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 196 of 314 DocuSign Envelope ID: 7C316FFB-1018-45A2-B2B3-D758B3C4D0D8 PSA21-1214CMI the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If CMWD extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 197 of 314 DocuSign Envelope ID: 7C316FFB-1018-45A2-B2B3-D758B3C4D0D8 PSA21-1214CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 198 of 314 DocuSign Envelope ID: 7C316FFB-1018-45A2-B2B3-D75883C4D0D8 PSA21-1214CMI 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 199 of 314 DocuSign Envelope ID: 7C316FFB-1018-45A2-B2B3-D758B3C4D0D8 PSA21-1214CMI Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Paul Mochel Contract Administrator Title Project Manager Public Works Address 3525 Del Mar Heights Road #192 CITY OF CARLSBAD 1635 Faraday Avenue Phone San Diego, CA 92130 866-966-2720 Carlsbad, CA 92008 Email paul.mochel@valleycm.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all four categories. Yes 12] No 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 200 of 314 DocuSign Envelope ID: 7C316FFB-1018-45A2-B2B3-D758B3C4D0D8 PSA21-1214CMI 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 201 of 314 DocuSign Envelope ID: 70316FFB-1018-45A2-B2B3-D758B3C4D0D8 PSA21-1214CMI 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. /// III III /// /// III III III /II 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 202 of 314 DocuSign Envelope ID: 7C316FFB-1018-45A2-62B3-D758B3C4D0D8 PSA21-1214CMI 26. 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. Executed by Contractor this 17th day of August , 2020. CONTRACTOR VALLEY CM INC., a California corporation d.b.a. VALLEY CONSTRUCTION MANAGEMENT By: p Aut. AtOda (sign here) Paul Mochel, Secretary (print name/title) By: rz. Athata (sign here) Galina R. Mochel, President CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad Matt Hall, President for Barbara Engleson, Secretary By: (print name/title) If required by CMWD, 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, 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: CELIA A. BREWER, General Counsel BY: Assistant General Counsel 8 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 203 of 314 DocuSign Envelope ID: 7C316FFB-1018-45A2-B2B3-D758B3C4D0D8 PSA21-1214CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 204 of 314 DocuSign Envelope ID: 7C316FFB-1018-45A2-B2B3-D758B3C4D0D8 PSA21-1214CMI Exhibit "A" (continued) Master Agreement Rate Schedule The following rates are firm for three (3) years and based on prevailing wage rates. The hourly rates for all classifications include all typical direct costs (mileage, equipment including cell phone, laptop, insurance, vehicle charges, etc.). Name Title Hourly Rate Paul Mochel, PE, CCM Principal Construction Manager $175 Jeff Moody, PE, CCM Construction Manager $165 Lisa Laszlo, CCM, CWI Construction Manager $165 Chris Marquardt, CCM, ICC Construction Manager $165 Matt Luttrell Senior Inspector $145 James Gaddis Senior Inspector $145 Aug. 18, 2020 Item #4 Page 205 of 314 DocuSign Envelope ID: 70316FFB-1018-45A2-B2B3-D758B3C4D0D8 PSA21-1214CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 206 of 314 DocuSign Envelope ID: 06A84445-00B0-4F44-81F8-18FD17DE4F5F PSA21-1223CMI MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SCHNEIDER CM, INC. THIS AGREEMENT is made and entered into as of the 18th day of August 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and SCHNEIDER CM, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a firm that is experienced in construction management and inspection for vertical projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed vertical construction management & inspection. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CM I and has affirmed its willingness and ability to perform such work. • NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 207 of 314 DocuSign Envelope ID: 06A84445-00B0-4F44-81F8-18FD17DE4F5F PSA21-1223CMI the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If CMWD extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 208 of 314 DocuSign Envelope ID: 06A84445-00B0-4F44-81F8-18FD17DE4F5F PSA21-1223CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 209 of 314 DocuSign Envelope ID: 06A84445-00B0-4F44-81F8-18FD17DE4F5F PSA21-1223CMI 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 210 of 314 DocuSign Envelope ID: 06A84445-0060-4F44-81F8-18FD17DE4F5F PSA21-1223CMI Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Robert Polley Contract Administrator Title Project Manager Public Works Address 7459 Circulo Sequoia CITY OF CARLSBAD 1635 Faraday Avenue Phone Carlsbad, CA 92009 760-717-0535 Carlsbad, CA 92008 Email robert.polley@schneidercm.net 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes IZ No LI 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 211 of 314 DocuSign Envelope ID: 06A84445-00B0-4F44-81F8-18FD17DE4F5F PSA21-1223CMI 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 212 of 314 DocuSign Envelope ID: 06A84445-00B0-4F44-81F8-18FD17DE4F5F PSA21-1223CMI 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. /II III II/ III /// II/ III III 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 213 of 314 DocuSign Envelope ID: 06A84445-00B0-4F44-81F8-18FD17DE4F5F PSA21-1223CMI 26. 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. Executed by Contractor this 20 CONTRACTOR SCHNEIDER CM, INC., a California corporation By: tat cdattietUr (sign here) day of August , 2020. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: odevizze" Matt Hall, President Carl Schneider / CEO, President & CFO (print name/title) By: (sign here) for Barbara Engleson, Secretary (print name/title) If required by CMWD, 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, 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: CELIA A. BREWER, General Counsel BY: Assis -19.. 8 General Counsel Approved Version 6/12/18 ant General Counsel Aug. 18, 2020 Item #4 Page 214 of 314 DocuSign Envelope ID: 06A84445-0060-4F44-81F8-18FD17DE4F5F PSA21-1223CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 215 of 314 DocuSign Envelope ID: 06A84445-0060-4F44-81F8-18FD17DE4F5F PSA21-1223CMI SchneiderG-4.:' Exhibit "A" (continued) 7459 Circulo Sequoia Carlsbad, CA 92009 Tel: 619-905-5522 Fax: 888-638-1504 Attn: Janean Hawney Contract Administrator City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 13 July 2020 Subject: FEE PROPOSAL for the City of Carlsbad's Master Agreement for Vertical Construction Management and Inspection Services, RFQ #20-1031CMI Dear Ms. Hawney, SchneiderCM's Fee Proposal is based on the services provided in our written proposal and is broken down as follows: Scope Project Management Construction Management Program Management Program Controls Quality Assurance On-Site Inspection Constructability Review Value Engineering Cost Estimating Scheduling & Pull Planning Detailed Cost Estimating Document Management Project Administrative Support Position Hourly Fee Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Sr. CM $155 Estimating $155 Technical Assistant $85 Technical Assistant $85 Quality assurance and inspection are provided by the Senior Construction Manager as outlined above. Firm Principal involvement in the above categories, where required is $180/hr. Costs are in dollars per hour, fully burdened (inclusive of mileage, travel expenses, all equipment, cell phones, laptops, insurance, and vehicle charges, etc.). Reimbursable expenses: Procore management software at approximately $15,000/year if required and on consultation with the City of Carlsbad. Thank you for your consideration. Please contact me on 619-905-5522 if there are any questions or clarifications needed. Yours Sincerely, Carl Schneider CEO, SchneiderCM, Inc. Exceeding your Project, Construction Management, and Consulting needs Aug. 18, 2020 Item #4 Page 216 of 314 DocuSign Envelope ID: 06A84445-00B0-4F44-81F8-18FD17DE4F5F PSA21-1223CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 217 of 314 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION GRIFFIN STRUCTURES, INC. THIS 18th AGREEMENT is made and entered into as of the day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and GRIFFIN STRUCTURES, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a firm that is experienced in construction management and inspection for vertical projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed vertical construction management & inspection. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above, The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 218 of 314 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If CMWD extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 219 of 314 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 220 of 314 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 221 of 314 DocuSign Envelope ID: 7A89C072-4674-4287-94AB-70750E0E2758 PSA21-1221CMI Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Jon Hughes Contract Administrator Title Project Manager Public Works Address 2 Technology Drive, Suite 150 CITY OF CARLSBAD 1635 Faraday Avenue Phone Irvine, CA 92618 949-497-9000 x 208 Carlsbad, CA 92008 Email jhughes@griffinstructures.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes Ei No Lii 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 222 of 314 DocuSign Envelope ID: 7A89672-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 223 of 314 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. III 11/ III III /// III III III 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 224 of 314 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI 26. 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. Executed by Contractor this 17 CONTRACTOR GRIFFIN STRUCTURES, INC., a California corporation By: kart tt-ollu4 (sign here) Mark Hoglund, CFO (print name/title) By: tad-- (sign here) day of August , 2020. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad Matt Hall, President for Barbara Engleson, Secretary By: Jon Hughes, Vice President (print name/title) If required by CMWD, 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, 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: CELIA A. BREWER, General Counsel BY: Assis ant General Counsel 8 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 225 of 314 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 226 of 314 DocuSign Envelope ID: 7A890072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI Exhibit "A" (continued) REQ20-1030CMI EXHIBIT B - SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement 5:1=dijimb NAME TITLE HOURLY RATE 1. Roger Torriero Principal-in-Charge $240.00 2. Jon Hughes, CCM, DBIA Project Executive $210.00 3. Lance Solomon, CCM Sr. PMCM Manager $190.00 4. Tom Ottenstein, DBIA Sr. PMCM Manager $190.00 5. Tim Shaw, RLA Sr. PMCM Manager $190.00 6. Robert Echavarria Sr. PMCM Manager $190.00 7. Robert Godfrey, CCM Sr. PMCM Manager $190.00 8. Sally Armanious, CCM Sr. PMCM Manager $190.00 9. Dustin Alamo, CCM, LEED AP Pre-Construction Manager $190.00 10. Sarah Brunzell Assistant Construction Manager $175.00 11. Cody Roth Assistant Construction Manager $175.00 12. Kelly Chen Sr. Program Analyst $175.00 13. Ryan Craven, CPE Cost Estimator $160.00 14. Susan Harden, LEED AP Public Outreach Facilitator $160.00 * All rates include mileage, equipment, cell phones, laptops, insurance and vehicle charges SUB-CONSULTANTS TITLE HOURLY RATE NAME/FIRM 1. N/A 2. 3. 9. 10. *IF needed, all sub-consultants will be billed at cost with no mark up EXPENSES DESCRIPTION COST % MARKUP 1. Insurance $8/$1,000 0% 2. Misc. Office Supplies At Cost 0% 3. Submittal Exchange .25%41,000 of Construction Cost 0% 4. 5. Aug. 18, 2020 Item #4 Page 227 of 314 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 228 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 PSA21-1222CMI MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION KITCHELUCEM, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and KITCHELL/CEM, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a firm that is experienced in construction management and inspection for vertical projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed vertical construction management & inspection. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 229 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 PSA21-1222CMI the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If CMWD extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 230 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 PSA21-1222CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 231 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 PSA21-1222CMI 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 232 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 PSA21-1222CMI Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Kevin Pokrywa Contract Administrator Title Project Manager Public Works Address 2450 Venture Oaks Way, Suite 500 CITY OF CARLSBAD 1635 Faraday Avenue Phone Sacramento, CA 95833 619-895-9031 Carlsbad, CA 92008 Email kpokrywa@kitchell.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes E No LI 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 233 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 PSA21-1222CMI 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 234 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 PSA21-1222CM I 23. JURISDICTIONS AND VENUE 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. III II/ III III III /// II/ /II 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 235 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 PSA21-1222CM1 26. 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. Executed by Contractor this 17th day of August , 2020. CONTRACTOR KITCHELL/CEM, INC., a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: By: 15Vweiptoan.. (sign here) Matt Hall, President By: Michael Bruggeman, Assistant Secretary (print name/title) We-yid? Colse,n. (sign here) for Barbara Engleson, Secretary Wendy Cohen, President (print name/title) If required by CMWD, 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, 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: CELIA A. BREWER, General Counsel BY: ILL Assistant General Counsel 8 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 236 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 PSA21-1222CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 237 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 Fee Schedule PSA21-1222CMI Exhibit "A" (continued) The hourly rates below are fully burdened with employee benefits, statutory requirements, mileage and travel within San Diego County, equipment, cell phones, laptops, insurance, vehicle charges, and overhead and profit. These rates are applicable to services requested on an individualized hourly billing basis. Our fees for comprehensive services take advantage of savings such as resource allocations and economies of scale, which can result in improved hourly rate calculations. Hourly Rate Senior Construction Manager/Inspector $158 Construction Manager/Inspector $140 Project Engineer $115 Support Services $140 Subconsultant Hourly Rate Acrostic: Senior Construction Manager/Inspector $158 Reimbursable Expenses Reimbursable expenses are billed at actual cost plus 5% markup. Reimbursable costs vary from project to project, and will only be incurred when specifically requested by the City of Carlsbad. Following are categories of possible reimbursable expenses. Construction Trailer and equipment, if required Postal and delivery services Document reproduction Plans, prints, photographs Travel outside of San Diego County Expenses Rate Markup Mileage Current Federal Rate 5% Reproduction Cost 5% KITCHELL RFQ 20-10 OCMI I MASTER AGREEMENT CONSULTANT SERVICES I PAGE F-1 Aug. 18, 2020 Item #4 Page 238 of 314 DocuSign Envelope ID: 7F6C47CE-CC5B-4A8F-8FB3-B69A9009C370 PSA21-1222CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 239 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-1220CMI MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION ANSER ADVISORY MANAGEMENT, LLC THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and ANSER ADVISORY MANAGEMENT, LLC, a California limited liability company, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a firm that is experienced in construction management and inspection for vertical projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed vertical construction management & inspection. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 240 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-1220CM I the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 241 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-12200M1 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE 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. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 10.1.4 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. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 242 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-1220CMI 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 243 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-1220CMI 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Stephen Mutch Contract Administrator Title Project Manager Public Works Address 3111 Camino Del Rio North, Suite 340 CITY OF CARLSBAD 1635 Faraday Avenue Phone San Diego, CA 92108 714-209-7671 Carlsbad, CA 92008 Email stephen.mutch@anseradvisory.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes [Z] No 11] 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive 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 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 244 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-12200M1 the Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE 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. 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 245 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-1220CMI 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. III II/ /I/ III /II III /// 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 246 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-1220CMI 26. 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. Executed by Contractor this 17th day of CONTRACTOR ANSER ADVISORY MANAGEMENT, LLC, a California limited liability company August , 2020. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: f41, loyaretta By: (sign here) Matt Hall, President Ed Imparato, CFO (print name/title) ATTEST: By: S-tattir Vetaitc, (sign here) Sudhir Damle, President for Barbara Engleson, Secretary (print name/title) If required by a/1WD, 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, 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: CELIA A. BREWER, General Counsel BY: Assistant General Counsel General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 247 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-1220CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 248 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-1220CM1 EXhibit "A" (continued) Fee Schedule The table below includes a fee schedule for each discipline that indicates the title and hourly billing rates for each team member. Revised Fee's for CM & Sr. Inspector to include mileage. Role/Job Category Team Member Hourly Rate Principal-in-Charge Project Executive Senior Project Engineer Senior Construction Manager Construction Manager Project Engineer Office Engineer Senior Inspector Paul Buckley Stephen Mutch Dennis Phinney Chris Heidel,Tony Gatoff Duygu Ustun Marina Young-Meyers Nagi Abdelsayed, Daniel Stewart, Aaron Greene, Mike Villamil $248 $221 $182 $182 /$190 (w/mileage) $177 $160 $145 $130 / $138 (w/mileage) Reimbursable Expenses Mileage Federal IRS Rate The hourly rates for staff members include cell phones, lap top computers, insurance and PPE. The rates shall remain fixed for the three (3) year term, if the City elects to extend the Agreement, the Costs of services will be increased a maximum of 2%, if agreed by both parties. The Mileage reimbursement rate for Construction Staff will be set annually in accordance with the rate allowed by the IRS and will include any vehicle expenses/charges. Markup of any sub-consultants will not exceed 10% as stated in the RFP. As of 7-13-2020, Anser has provided hourly rates inclusive of mileage for the Construction Manager (CM) and Sr. Inspector rates as requested by City of Carlsbad) Aug. 18, 2020 Item #4 Page 249 of 314 DocuSign Envelope ID: 9DDB8C60-B6F2-408D-84CB-2E6BF022A491 PSA21-1220CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 250 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CMI MASTER AGREEMENT FOR AS NEEDED MATERIALS TESTING SERVICES ATLAS TECHNICAL CONSULTANTS, LLC THIS AGREEMENT is made and entered into as of the 18th day of August 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and ATLAS TECHNICAL CONSULTANTS, LLC, a Delaware limited liability company, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in materials testing. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as needed materials testing services. D. In November 2018 SCST, Inc. reorganized to SCST, LLC as a wholly owned subsidiary of Atlas Technical Consultants LLC ("Atlas"). E. Effective May 5, 2020, SCST, LLC was converted to Atlas Engineering West, Inc. a wholly owned subsidiary of Atlas Technical Consultants, LLC, in anticipation of merging into Atlas Technical Consultants LLC at a later date. F. Also on May 5, 2020, the City published notice of RFQ20-1030CMI, to which Contractor responded as "Atlas Technical Consultants LLC." G. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 251 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CMI 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Six Hundred Thousand Dollars ($600,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 252 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CM1 directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 253 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CMI 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the city. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 254 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-6796-22A8CFAF8547 PSA21-1215CMI work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Thomas Higginbotham Contract Administrator Title Project Manager Public Works Address 6280 Riverdale Street CITY OF CARLSBAD 1635 Faraday Avenue Phone San Diego, CA 92120 619-528-4763 Carlsbad, CA 92008 Email higgy@oneatlas.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes Z No LII 17. 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. 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 255 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CMI 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 256 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CMI information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. III /I/ III III 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 257 of 314 for Barbara Engleson, Secretary DocuSign Envelope ID: 25774834-DAAE-1459-B796-22A8CFAF8547 PSA21-1215CMI 26. 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. Executed by Contractor this 17th day of August , 2020. CONTRACTOR ATLAS TECHNICAL CONSULTANTS, LLC, a Delaware limited liability company By: Platir cliatkiottX (sign here) Phillip Schneider, Western Region Manager (print name/title) By: itttkrtitOtxStt, gown! (sign here) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: czy—/Izir Matt Hall, President Mehrnoush Yavary, Branch Manager (print name/title) If required by CMWD, 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, 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: CELIA A. BREWER, General Counsel BY: Assistant General Counsel 8 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 258 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed materials testing services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. For field services, the client will be charged for the hours actually worked in 2, 4, 6 and 8 hour increments. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 259 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-6796-22A8CFAF8547 MASTER AGREEMENT RATE SCHEDULE City of Carlsbad RFQ20-1030CMI PSA21-1215CMI Exhibit "A" (continued) PROFESSIONAL STAFF TITLE PREVAILING WAGE CLASSIFICATION HOURLY RATE Thomas Canady Senior Professional N/A $160 Thomas Higginbotham Project Manager N/A $130 Ron Baudour Field Supervisor/CMT N/A $115 Dan Ferguson Field Supervisor/Soils N/A $115 Darren Hicks Laboratory Technician N/A $72 Rocco Brunetti Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Sam Carbajal Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Andy Molina Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Gary Pitonyak Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Edwin Rosete Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Joey Urette Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Brad Chitwood Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Mike Flowers Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Ismael Gonzalez Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Roger Jimenez Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Tony Stewart Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Raul Tena Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Adam Thomas Field Technician Group 1 (Geotechnical, Concrete Sampling $100 Nate Bachour Special Inspector Group 2 (Special Inspection) $104 Dan Broyles Special Inspector Group 2 (Special Inspection) $104 Rocco Brunetti Special Inspector Group 2 (Special Inspection) $104 Sam Carbajal Special Inspector Group 2 (Special Inspection) $104 Andy Molina Special Inspector Group 2 (Special Inspection) $104 Duc Nguyen Special Inspector Group 2 (Special Inspection) $104 Gary Pitonyak Special Inspector Group 2 (Special Inspection) $104 Edwin Rosete Special Inspector Group 2 (Special Inspection) $104 Joey Urette Special Inspector Group 2 (Special Inspection) $104 Dan Broyles Special Inspector Group 3 (NDT Testing) $107 Duc Nguyen Special Inspector Group 3 (NDT Testing) $107 1 Aug. 18, 2020 Item #4 Page 260 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 *Modified Schedule B PSA21-1215CMI Exhibit "A" (continued) SCHEDULE OF FEES California Prevailing Wage Effective July 1, 2019 PROFESSIONAL SERVICES Professional (Engineering, Geology, Environmental) Principal Professional $180 Senior Professional 160 Project Professional 140 Staff Professional 115 Drafter 87 Field Services (Geotechnical, Inspection) Field Supervisor $115 LA Certified Grading Inspector 120 Off Site Inspector 65 Laboratory Technician 72 Group 1 (Geotechnical, Concrete Sampling) 100* Group 2 (Special Inspection) 102* Group 3 (NDT Testing) 107* Coring 162 Field Services (Utility/Rebar Locating) Hourly Rate (A Mob/Demob charge of $300 applies to projects billed on hourly rates) $215 Full Day 1,950 Letter Report 300 Map (per day of field work) 350 Field Services (Geophysical Studies: UST, Landfill, Well, Void, UXO, Groundwater) Ground Penetrating Radar, Electromagnetics, Magnetics Full Day $2,350 Hourly Rate (A Mob/Demob charge of $325 applies to projects billed on hourly rates.) 265 Seismic (Refraction, MASW, Downhole/Crosshole), Resistivity (Sting, Standard, Wenner 4-Pin) Full Day $3,000 Hourly Rate (A Mob/Demob charge of $550 applies to projects billed on hourly rates.) 325 Seismic ReMi One Line $1,500 Each Additional Line 300 For Pavement/Requires Drilling 300 Project Management Senior Project Manager $158 Project Manager 130 Administrative Assistant 67 Travel and Miscellaneous Pick Up $55/hr Travel Time Hourly Rate (or $125/hr beyond 2 hours from San Diego for Geophysical Crews) Per Diem (variable, depending on location) Quote Prevailing Wage Hourly Surcharge for Technicians and Inspectors per California Labor Code §720,et. Seq Quote Overtime and Saturday Rate 1.5 x Regular Hourly Rate Sunday and Nationally Recognized Holiday Rate (including the day after Thanksgiving) 2 x Regular Hourly Rate Rush Surcharge Normal Rate plus 50% Specialty Equipment Surcharge Quote 2 Aug. 18, 2020 Item #4 Page 261 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CMI Exhibit "A" (continued) LABORATORY TESTS Soil and Aggregate California Bearing Ratio (ASTM D854) $418 California Impact (Cal 216) 206 Chloride Ion Testing (Cal 422) 150 Clay Lumps in Aggregate (ASTM C142) 150 Cleanness Value (Cal 227) 200 Consolidation (ASTM D2435) 200 Corrosivity Testing (Soluble Chlorides and Sulfates, pH and Resistivity) 187 Crushed Particles (Cal 205, ASTM D693) 150 Direct Shear (ASTM D3080) 260 Durability Factor (Cal 229, ASTM D3744) 97 Durability Index (Cal 229, ASTM D3744) 224 Expansion Index (ASTM D4289) 177 Fine Aggregate Angularity (AASHTO T304) 200 Fineness Modulus (ASTM C136) 24 Flat & Elongated Pieces (ASTM D4791) 175 Light Weight Pieces (ASTM C123) 175 Liquid Limit (Cal 204, ASTM D4318) 75 Los Angeles Abrasion - 1 1/2" and smaller (Cal 211, ASTM C131) 224 Maximum Density Check Point (ASTM D698/D1557) 88 Maximum Density/Optimum Moisture — 4" (ASTM D698, D1557) 200 Maximum Density/Optimum Moisture —6" (ASTM D698, D1557) 220 Minimum Density (ASTM D1556) 74 Moisture Content (Cal 226, ASTM C566, ASTM D2216) 35 Natural Density - Chunk Sample (ASTM D2937) 41 Natural Moisture/Density Ring or Core Sample (ASTM D2937) 35 Organic Impurities (Cal 213, ASTM C40) 90 Organic Matter (ASTM D2974) 75 Percent Finer than #200 (ASTM C117, ASTM D1140) 70 Permeability Remold Sample (ASTM D2434) 200 Permeability Remold Sample (ASTM D5084) Quote Permeability Undisturbed Sample (ASTM D5084) Quote Petrographic Analysis (Cal 215, ASTM C295) Quote pH & Resistivity (Cal 643, ASTM G51) 126 Plasticity Index (Cal 204, ASTM 4318) 127 Potential Reactivity (ASTM C289) 220 Residual Shear (ASTM D6467) 442 Rock Correction (ASTM D4718) 26 R-Value (Cal 301, ASTM D2844) 276 Sand Castle Test (USAGE) 195 Sand Equivalent (Cal 217, ASTM D2419) 88 Sieve Analysis (ASTM C136, ASTM D6913, Cal 202) 110 Sieve Analysis with Hydrometer (Cal 203, ASTM D422) 200 Soil Cement Compression Strength (Cal 312, ASTM D1633) 50 Soil Cement Cylinder Fabrication (Cal 312, ASTM D1632) 100 Soluble Chlorides (Cal 422) 62 Soluble Sulfate (Cal 417) 62 Soundness 5 Cycles (Cal 214, ASTM C88) 375 Specific Gravity Coarse Aggregate (Cal 206, ASTM C127) 115 Specific Gravity Fine Aggregate (Cal 207, ASTM C128) 115 Triaxial Shear Consolidated - Undrained (ASTM D4767) Quote Triaxial Shear Unconsolidated - Undrained (ASTM D2850) Quote Triaxial Staged Consolidated - Undrained (ASTM D4767) Quote Triaxial Staged Unconsolidated - Undrained (ASTM D2850) Quote Unconfined Compression (ASTM D2166) 162 Unit Weight Aggregate (Cal 212, ASTM C29) 80 Aug. 18, 2020 Item #4 Page 262 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CMI Exhibit "A" (continued) Asphalt Concrete Asphalt Core Specific Gravity (Cal 308, ASTM D2726 $58 Asphalt Core Specific Gravity Waxed (Cal 308, ASTM D1188) 74 Emulsion Content (CTM 382) 178 Film Stripping (Cal 302) Quote Gyratory Compacted Maximum Specific Gravity (AASHTO T312) 350 Hamburg Wheel - Plant Produced HMA (AASHTO T324/Cal-Trans Section 39) 900 Hveem - Maximum Bulk Specific Gravity (Cal 308) 300 Hveem & Stabilometer Value (Cal 366) 400 Ignition Oven Correction Factor (AASHTO T308) 250 Ignition Oven Degradation Factor (AASHTO T308) 250 Marshall Density, Stability & Flow (ASTM D6927) 400 Marshall Density (ASTM D6926) 300 Moisture Content of Asphalt Mixtures Using Microwave (Cal 370) 50 Moisture Vapor Susceptibility (Cal 307) Quote Optimum Bitumen Content (AASHTO R35/Cal 367) 3,100 Percent Bitumen Asphaltic Concrete (Cal 382, ASTM D6307) 180 Residue by Evaporation (Cal 331) 178 Rice - Maximum Theoretical Specific Gravity AC (Cal 309, ASTM D2041) 133 Sieve Analysis - Extracted Aggregate (Cal 382, ASTM D5444) 90 Stability and Flow (ASTM D1559) 350 Stabilometer Value (Cal 366) 350 RAP Testing - Fractionated (ASTM D2172/AASHTO T308/Cal-Trans Section 39 Quote RAP Testing - Not Fractionated (ASTM D2172/AASHTO 1308/Cal-Trans Section 39) Quote Tensile Strength Ratio - Plant Produced HMA (AASHTO T283) 900 Wet Track Abrasion (ASTM D3910) 185 Concrete 2X2 Cube Compression $27 Concrete Core Compression (ASTM C42) 59 Concrete Cylinder Compression (Cal 521, ASTM C39) 27 Flex Beam Modulus of Rupture (Cal 523, ASTM C78) 74 Modulus of Elasticity (Cal 522, ASTM C469) 261 Shotcrete Mockup Panel (ASTM C1140) 1,040 Shotcrete Panel, 3 Cores - Compression (CBC) 290 Shrinkage - Hardened Concrete (ASTM C157 - Modified) 371 Split Tensile, Concrete Cylinder (ASTM C496) 74 Time of Set (ASTM C403) 200 Trial Batch Fabrication (ASTM C192) 298 Unit Weight, Hardened Concrete (ASTM C642) 45 Unit Weight, Lightweight Concrete (ASTM C567) 59 Masonry Absorption Block (ASTM C140) $115 Compression Adobe 155 Compression Block, Standard (ASTM C140) 150 Compression, Brick (ASTM C67) 115 Efflorescence Block 175 Efflorescence, Brick (ASTM C67) 175 Grout Prism Compression (ASTM C1019) 27 Masonry Core Compression (ASTM C42) 51 Masonry Core Shear (CBC 2105A.4) 95 Masonry Prism Compression (ASTM E447) 150 Mortar Bond Strength - Pull Test (ASTM C482) 62 Mortar Cylinder Compression 27 Mortar Shear Strength (ANSI 118) 53 4 Aug. 18, 2020 Item #4 Page 263 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CMI Exhibit "A" (continued) Masonry - Continued Relative Mortar Strength (Cal 515) $850 Shrinkage - Masonry Block (ASTM C426) 250 Trial Grout Prisms (ASTM C942) 38 Water Retention and Air Content (ASTM C270) 470 Metal Bolt Assembly - Hardness Test $74 Bolt Assembly - Tensile & Proof Load Test 125 Modulus of Elasticity (Steel) 146 Post-Tension Tendon Tensile Testing 185 Tensile Strength & Bend Test, Reinforcing Steel (ASTM A615/A706) 125 Tensile Strength #14 - #18 Bar (ASTM A615) Quote Tensile Strength - Mechanical Splices #9 and Smaller (Cal 670) Quote Tensile Strength - Mechanical Splices #10 to #14 (Cal 670) Quote Tensile Strength - Mechanical Splices #18 (Cal 670) Quote Tensile Strength and Bend Test, Structural Steel (ASTM A370) 180 Miscellaneous Fire Proofing Density Test (ASTM E605) $69 Fiber Reinforced Polymer, Tensile (ASTM D3039) 520 Material Preparation 70/hr Relative Humidity Test (ASTM F2170) 80/kit Concrete Vapor Emission Kits (ASTM F1869) 72/kit Test Chamber and Water Spray Rack (ASTM E1105) 275/hour Miscellaneous Charges Various Default Expense Various 5 Aug. 18, 2020 Item #4 Page 264 of 314 DocuSign Envelope ID: 25774834-DAAE-4459-B796-22A8CFAF8547 PSA21-1215CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 265 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI MASTER AGREEMENT FOR AS NEEDED MATERIALS TESTING SERVICES LEIGHTON CONSULTING, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and LEIGHTON CONSULTING, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of an engineering firm that is experienced in materials testing services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as needed materials testing services. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 266 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Six Hundred Thousand Dollars ($600,000) per Agreement year. If CMWD extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 267 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; 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. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 268 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 269 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authdrized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name William "Dave" Olson Contract Administrator Title Project Manager Public Works Address 17781 Cowan CITY OF CARLSBAD 1635 Faraday Avenue Phone Irvine, CA 92614 858-300-8491 Carlsbad, CA 92008 Email dolson@leightongroup.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes Z No LI 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 270 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 271 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. 11/ III III /// III III III 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 272 of 314 CELIA A. BREWER, General Counsel BY: ssist t General Counsel By: (sign here) DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI 26. 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. Executed by Contractor this 31st day of August , 2020. CONTRACTOR LEIGHTON CONSULTING, INC., a California corporation By: 20"1.4 a. veax (sign here) Joseph Dean, Secretary CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad Matt Hall, President By: (print name/title) ATTEST: 7- Z72- Na4.,,Te for Barbara EnglesoeSecretary Thomas C. Benson, Jr., President / CEO (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, 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: 8 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 273 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed materials testing services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. For field services, the client will be charged for the hours actually worked in 2, 4, 6 and 8 hour increments. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 274 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI 40#41P Exhibit "A" (continued) 11.9 CARLSBAD PROFESSIONAL FEE SCHEDULE Leighton CLASSIFICATION $/HR CLASSIFICATION $11-11R Technician I 78 Project Administrator/Word Processor/Dispatcher 72 Technician Ill Special Inspector 89 Information Specialist 99 Senior Technician / Senior Special Inspector 99 CAD Operator 113 Prevailing Wage (field soils / materials tester) * 134 GIS Specialist 126 Prevailing Wage (Special Inspector) * 134 GIS Analyst 149 Prevailing Wage (Source Inspector, NOT and soil remediation O&M)* 139 Staff Engineer / Geologist / Scientist 105 System Operation & Maintenance (O&M) Specialist 129 Senior Staff Engineer / Geologist! Scientist / ASMR 120 Non Destructive Testing (NDT) 139 Operations / Laboratory Manager 162 Deputy Inspector 99 Project Engineer / Geologist / Scientist 167 Field / Laboratory Supervisor 132 Senior Project Engineer / Geologist / Scientist / SMR 185 Source Inspector 122 Associate 203 City of Los Angeles Deputy Building (including Grading) Inspector 140 Principal 221 * See Prevailing Wages in Terms and Conditions GEOTECHNICAL LABORATORY TESTING METHOD $1TEST METHOD 5/TEST CLASSIFICATION & INDEX PROPERTIES Photograph of sample Moisture content (ASTM D2216) 10 20 California Bearing Ratio (CBR, ASTM 01883) —3 point - 3 point - 1 point R-Value (AASHTO T190/ASTM D2844/CTM 301) untreated 500 185 310 Moisture & density (ASTM D2937) ring samples 30 soils/aggregates Moisture & density (ASTM D2937) Shelby tube or cutting 40 R-Value (AASHTO T190/ASTM D2844/CTM 301) lime or cement 340 Atterberg limits (ASTM D4318) 3 points: 150 treated soils/aggregates - Single point, non-plastic 85 - Atterberg limits (organic ASTM D2487 / D4318) 180 SOIL CHEMISTRY & CORROSIVITY - Visual classification as non-plastic (ASTM D2488) 10 pH Method A (ASTM D4972 or CTM 643) 45 Particle size: Electrical resistivity — single point — as received moisture 45 - Sieve only 1Y2 inch to #200 (AASHTO T27/ASTM C136/ASTM D6913/CTM 2021 135 Minimum resistivity 3 moisture content points (ASTM G187/CTM 643) 90 - Large sieve 6 inch to #200 (AASHTO T27/ASTM C136/ASTM D6913/CTM 2021 175 pH + minimum resistivity (CTM 643) 130 - Hydrometer only (ASTM D7928) 110 Sulfate content - gravimetric (CTM 417 B Part 2) 70 - Sieve + hydrometer (3 inch sieve, ASTM 7928) 185 Sulfate content - by ion chromatograph (CTM 417 Part 2) 80 - Percent passing #200 sieve, wash only (ASTM D1140) 70 Sulfate screen (Hach®) 30 Specific gravity and absorption of fine aggregate (AASHTO 125 Chloride content (AASHTO T291/CTM 422) 70 T84/ASTM C128/ASTM D854/CTM 207) Chloride content — by ion chromatograph (AASHTO T291/CTM 422) 80 Specific gravity and absorption of coarse aggregate (AASHTO 100 Corrosion suite: minimum resistivity, sulfate, chloride, pH (CTM 643) 265 T85/ASTM C127/CTM 206) Organic matter content (ASTM D2974) 65 - Total porosity - on Shelby tube sample (calculated) - Total porosity - on other sample (calculated) 165 155 SHEAR STRENGTH Shrinkage limits (wax method, ASTM D4943) 126 Pocket penetrometer 15 Pinhole dispersion (ASTM D4647) 210 Direct shear (ASTM D3080, mod., 3 points): Dispersive characteristics (double hydrometer ASTM D4221) As-received moisture & density (chunk/carved samples) 90 60 Consolidated undrained - 0.05 inch/min (CU) Consolidated drained - <0.05 inch/min (CD) 285 345 Sand Equivalent (SE, AASHTO T176/ASTM D2419/CTM 217) 105 Residual shear EM 1110-2-1906-IM (price per each additional pass after shear) Remolding or hand trimming of specimens (3 points) 50 90 COMPACTION & PAVEMENT SUBGRADE TESTS Oriented or block hand trimming (per hour) 65 Standard Proctor compaction, (ASTM D698) 4 points: Single point shear 105 - 4 inch diameter mold (Methods A & B) 160 Torsional shear (ASTM D6467 / ASTM D7608) 820 - 6 inch diameter mold (Method C) 215 CONSOLIDATION & EXPANSION/SWELL TESTS Modified Proctor compaction (ASTM D1557) 4 points: - 4 inch diameter mold (Methods A & B) 220 Consolidation (ASTM 02435): 195 - 6 inch diameter mold (Method C) Check point (per point) Relative compaction of untreated/treated soils/aggregates (CTM 216) Relative density (0.1 ft mold, ASTM D4253, D4254) 245 65 250 235 Each additional time curve Each additional load/unload w/o time reading Expansion Index (El, ASTM D4829) Swell/collapse — Method A (ASTM D4546-A, up to 10 load/unloads w/o time curves) Single load swell/collapse - Method B (ASTM 04546-B, seat, load & inundate only) 45 40 130 290 105 www.leightongroup.com PAGE 1 of 4 Aug. 18, 2020 Item #4 Page 275 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E99005FE METHOD $/TEST TRIAXIAL TESTS Unconfined compression strength of cohesive soil 135 (with stress/strain plot, ASTM D2166) Unconsolidated undrained triaxial compression test on cohesive soils 170 (UU, ASTM D2850, USACE Q test, per confining stress) Consolidated undrained triaxial compression test for cohesive soils, 375 (CU, ASTM D4767, USACE R-bar test) with back pressure saturation & pore water pressure measurement (per confining stress) Consolidated drained triaxial compression test (CD, USACE S test), with volume change measurement. Price per soil type below EM 1110-2-1906(X): - Sand or silty sand soils (per confining stress) 375 - Silt or clayey sand soils (per confining stress) 500 - Clay soils (per confining stress) 705 - Three-stage triaxial (sand or silty sand soils) 655 - Three-stage triaxial (silt or clayey sand soils) 875 - Three-stage triaxial (clay soils) 1,235 Remolding of test specimens 65 PSA21-1216CMI Exhibit "A" (continued) Leighton I Fee Schedule METHOD $fTEST HYDRAULIC CONDUCTIVITY TESTS Triaxial permeability in flexible-wall permeameter with backpressure 310 saturation at one effective stress (EPA 9100/ASTM D5084, falling head Method C): - Each additional effective stress 120 - Hand trimming of soil samples for horizontal K 60 Remolding of test specimens 65 Permeability of granular soils (ASTM D2434) 135 Soil suction (filter paper method, ASTM D5298) 400 SOIL-CEMENT Moisture-density curve for soil-cement mixtures (ASTM D558) 240 Wet-dry durability of soil-cement mixtures (ASTM D559) ' 1,205 Compressive strength of molded soil-cement cylinder (ASTM D1633)' 60 Soil-cement remolded specimen (for shear strength, consolidation, etc.) ' 235 Compaction (ASTM D558 maximum density) should also be performed — not included in above price CONSTRUCTION MATERIALS LABORATORY TESTING METHOD $/TEST CONCRETE STRENGTH CHARACTERISTICS METHOD $fTEST AGGREGATE PROPERTIES Concrete cylinders compression (ASTM C39) (6" x 12") 25 Bulk density and voids in aggregates (AASHTO T19/ASTM C29/ CTM 212) 50 Concrete cylinders compression (ASTM C39) (4" x 8") 22 Organic impurities in fine aggregate sand (AASHTO T21/ASTM C40/CTM 213) 60 Compression, concrete or masonry cores (testing only) inch (ASTM C42) 40 LA Rattler-smaller coarse aggregate <1.5" (AASHTO T96/ASTM C131/ 200 Trimming concrete cores (per core) Flexural strength of concrete (simple beam-3rd pt. loading, ASTM C78/CTM 523) 20 85 CTM 211) LA Rattler-larger coarse aggregate 1-3" (AASHTO T96/ASTM 0535/CTM 211) 250 Flexural strength of concrete (simple beam-center pt. loading, ASTM C293/CTM 523) 85 Apparent specific gravity of fine aggregate (MSHTO T84/ASTM C128/ CTM 208) 130 Non shrink grout cubes (2 inch, ASTM C109/C1107) 25 Clay lumps, friable particles (AASHTO 1112/ASTM C142) 175 Drying shrinkage - four readings, up to 90 days, 3 bars (ASTM 0157) Length of concrete cores (CTM 531) 400 40 Durability Index (AASHTO T210/ASTM D3744/CTM 229) Moisture content of aggregates by oven drying (MSHTO T255/ 200 40 HOT MIX ASPHALT (HMA) ASTM C566/CTM 226) Resistance of compacted HMA to moisture-induced damage (AASHTO T283/CTM 371) Hamburg Wheel, 4 briquettes (modified) (MSHTO T324) Superpave gyratory compaction (AASHTO T312/ASTM D6925) Extraction by ignition oven, percent asphalt (AASHTO T308/ASTM D6307/CTM 382) 2,100 900 350 150 Uncompacted void content of fine aggregate (MsidTo 1304/ ASTM C1252/ CTM 234) Percent of crushed particles (AASHTO T335/ASTM D5821/CTM 205) Flat & elongated particles in coarse aggregate (ASTM D4791/CTM 235) Cleanness value of coarse aggregate (CTM 227) Soundness, magnesium (AASHTO T104/ASTM C88/CTM 214) 130 135 215 210 225 Ignition oven correction/correlation values (MSHTO T308/ASTM 1,350 Soundness, sodium (AASHTO 1104/ASTM C88/CTM 214) 650 D6307/CTM 382) Extraction by centrifuge, percent asphalt (ASTM 02172) Gradation of extracted aggregate (AASHTO T30/ASTM D5444/CTM 202) Stabilometer, S-Value (ASTM 01560/CTM 366) Bituminous mixture preparation (AASHTO R30/CTM 304) 150 135 265 80 MASONRY Mortar cylinders (2" by 4", ASTM C780) Grout prisms (3" by 6", ASTM C1019) Masonry cores compression, 5_6" diameter (testing only, ASTM C42) 25 25 40 Moisture content of HMA (AASHTO T329/ASTM D6037/CTM 370) Bulk specific gravity of compacted HMA, molded specimen or 60 50 Masonry core-shear, Title 24 (test only) Veneer bond strength, cost for each (5 required, ASTM C482) 80 55 cores, uncoated (AASHTO T166/ASTM D2726/CTM 308) CMU compression to size 8" x 8" x 16" (3 required, ASTM C140) 45 Bulk specific gravity of compacted HMA, molded specimen or cores, paraffin-coated (AASHTO T275/ASTM D1188/CTM 308) 55 CMU moisture content, absorption & unit weight (6 required, ASTM C140) CMU linear drying shrinkage (ASTM C426) 40 175 Maximum density - Hveem (c-rm 308) 200 CMU grouted prisms (compression test 8" x 8" x 16", ASTM C1314) 180 Theoretical maximum density and specific gravity of HMA 130 CMU grouted prisms (compression test > 8" x 8" x 16", ASTM C1314) 250 (AASHTO 1209/ASTM D2041/CTM 309) BRICK Thickness or height of compacted bituminous paving mixture specimens (ASTM D3549) 40 Compression (cost for each, 5 required, ASTM C67) 40 Wet track abrasion of slurry seal (ASTM D3910) 150 Rubberized asphalt (add to above rates) + 25% www.leightongroup.com PAGE 2 of 4 Aug. 18, 2020 Item #4 Page 276 of 314 DocuSign Envelope ID: 2E600ACB-D570-4494-A71A-3F85E990C5FE PSA21-1216CMI Exhibit "A" (continued) Leighton I Fee Schedule METHOD $/TEST METHOD VIEST REINFORCING STEEL SPRAY APPLIED FIREPROOFING Rebar tensile test up to s No. 10 bars (ASTM A370) 45 Unit weight (density, ASTM E605) 60 Rebar tensile test > No. 10 bars s No. 17 (ASTM A370) Rebar bend test, up to s No. 10 bars (ASTM A370) 100 45 BEARING PADS/PLATES AND JOINT SEAL Rebar bend test > No. 10 bars s No. 17 (ASTM A370) 150 Elastomeric bearing pads (Caltrans SS 51-3) 990 Epoxy coated rebar/dowel film thickness (coating) test (ASTM A775) 45 Elastomeric bearing pad with hardness and compression tests 1230 Epoxy coated rebar/dowel continuity (Holiday) test (ASTM A775) 65 (Caltrans SS 51-3) Epoxy coated rebar flexibility/bend test, up to No. 11 (ASTM A775) 55 Type A Joint Seals (Caltrans SS 51-2) 1620 Tensile strength, 5-100,000 pounds axial load (ASTM A370) 45 Type B Joint Seals (Caltrans SS 51-2) 1530 Prestressing wire, tension (ASTM A416) 150 Bearing plates (A536) 720 Sample preparation (cutting) 50 STREET LIGHTS/SIGNALS Resistance butt-welded hoops/bars, up to No. 10 (CTM 670) 180 100W HPS Lighting (Caltrans RSS 86) 1296 Post-tensioned bars (ASTM A772) 420 SAMPLE TRANSPORT $/TRIP Pick-up & delivery (weekdays, per trip, <50 mile radius from Leighton office) 90 EQUIPMENT, SUPPLIES & MATERIALS $1UNIT VUNIT 1/4 inch Grab plates 5 each Mileage (IRS Allowable) 0.58 mile 1/4 inch Tubing (bonded) 0.55 foot Moisture test kit (excludes labor to perform test, ASTM E1907) 60 test 1/4 inch Tubing (single) 0.35 foot Nuclear moisture and density gauge 88 day 3/8 inch Tubing, clear vinyl 0.55 foot Pachometer 25 day 4-Gas meter (RKI Eagle or similar)/GEM 2000 130 day Particulate Monitor 125 day Air flow meter and purge pump (200 cc/min) 50 day pH/Conductivity/Temperature meter 55 day Box of 24 soil drive-sample rings 120 box Photo-Ionization Detector (PID) 120 day Brass sample tubes 10 each Pump, Typhoon 2 or 4 stage 50 day Caution tape (1000-foot roll) 20 each QED bladder pump w/QED control box 160 day Combination lock or padlock 11 each Quire fee — Phase I only 200 each Compressed air tank and regulator 50 day Resistivity field meter & pins 50 day Concrete coring machine (s6-inch-dia) 150 day Slip / threaded cap, 2-inch or 4-inch diameter, PVC Schedule ao 15 each Consumables (gloves, rope, soap, tape, etc.) 35 day Slope inclinometer 200 day Core sample boxes 11 each Soil sampling T-handle (Encore) 10 day Crack monitor 25 each Soil sampling tripod 35 day Cutoff saws, reciprocating, electric (SawzallO) 75 day Stainless steel bailer 40 day Disposable bailers 12 each Submersible pump, 10 gpm, high powered Grundfos 2-inch 160 day Disposable bladders 10 each with controller Dissolved oxygen meter 45 day Submersible pump/transfer pump, 10-25 gpm 50 day DOT 55-gallon containment drum with lid 65 drum Support service truck usage (well installation, etc.) 200 day Double-ring infiltrometer 125 day Survey/fence stakes 8 each Dual-stage interface probe 80 day Tedlar0 bags 18 each Dynamic Cone Penetrometer 400 day Traffic cones (s25)/barricades (single lane) 50 day Generator, portable gasoline fueled, 3,500 watts 90 day Turbidity meter 70 day Global Positioning System/Laser Range Finder 80 day TyvekO suit (each) 18 each Hand auger set 90 day Vapor sampling box 55 day HDPE safety fence (sill° feet) 40 roll Vehicle usage (carrying equipment) 0 hour Horiba U-51 water quality meter 135 day VelociCalc 35 day Light tower (towable vertical mast) 150 day Visqueen (20 x 100 feet) 100 roll Magnehelic gauge 15 day Water level indicator (electronic well sounder) <300 feet 60 day Manometer 25 day deep well ZIPLEVELO 15 day Other specialized geotechnical and environmental testing & monitoring equipment are available, and priced per site www.leightongroup.com PAGE 3 of 4 Aug. 18, 2020 Item #4 Page 277 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI Exhibit "A" (continued) Leighton Fee Schedule TERMS & CONDITIONS • Expiration: This fee schedule is effective through the term of this agreement. • Proposal Expiration: Proposals are valid for at least 30 days, subject to change after 30 days; unless otherwise stated in the attached proposal. • Prevailing Wages: Our fees for prevailing wage work are based upon California prevailing wage laws and wage determinations. Unless specifically indicated in our proposal, costs for apprentice are not included. If we are required to have an apprentice on your project, you will be notified and additional fees will be charged. • Overtime: Standard overtime rate is per California Labor Law and is billed at 1.5 or 2 times their hourly billing rate. Overtime rate for non-exempt field personnel working on a Leighton observed holiday is billed at 2 times their hourly billing rate. Overtime rate for Prevailing wage work is per the California Department of Industrial Relations (DIR) determination and is multiplied at 1.5 to 2 times their hourly billing rate. • Expert Witness Time: Expert witness deposition and testimony will be charged at 2 times hourly rates listed on the previous pages, with a minimum charge of four hours per day. ▪ Minimum Field Hourly Charges: For Field Technicians, Special Inspectors or any on-site (field) materials testing services will be charged for worked hours in 2, 4, 6 and 8 hour increments. • Outside Direct Costs: Heavy equipment, subcontractor fees and expenses, project-specific permits and/or licenses, project-specific supplemental insurance, travel, subsistence, project-specific parking charges, shipping, reproduction, and other reimbursable expenses will be invoiced at cost plus 10%, unless billed directly to and paid by client. • Insurance & Limitation of Liability: These rates are predicated on standard insurance coverage. • Invoicing: Invoices are rendered monthly, payable upon receipt in United States dollars. • Client Disclosures: Client agrees to provide all information in Client's possession about actual or possible presence of buried utilities and hazardous materials on the project site, prior to fieldwork, and agrees to reimburse Leighton for all costs related to unanticipated discovery of utilities and/or hazardous materials. Client is also responsible for providing safe and legal access to the project site for all Leighton field personnel. • Earth Material Samples: Quoted testing unit rates are for soil and/or rock (earth) samples free of hazardous materials. Additional costs will accrue beyond these standard testing unit rates for handling, testing and/or disposing of soil and/or rock containing hazardous materials. Hazardous materials will be returned to the site or the site owner's designated representative at additional cost not included in listed unit rates. Standard turn-around time for geotechnical-laboratory test results is 10 working days. Samples will be stored for 2 months, after which they will be discarded. Prior documented notification is required if samples need to be stored for a longer time. A monthly storage fee of $10 per bag and $5 per sleeve or tube will be applied. Quoted unit rates are only for earth materials sampled in the United States. There may be additional cost for handling imported samples. • Construction Material Samples: After all designated 28-day breaks for a given sample set meet specified compressive or other client-designated strength, all "hold" cylinders or specimens will be automatically disposed of, unless specified in writing prior to the 28-day break. All other construction materials will be disposed of after completion of testing and reporting www.leightongroup.com PAGE 4 of 4 Aug. 18, 2020 Item #4 Page 278 of 314 IFMa NICKLAUS ENGINEERING, INC. 8(a) - DBE - WOSB SBE DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI Exhibit "A" (continued) • Civil • Survey • Architecture • Environmental • Geotechnical SCHEDULE B Standard Rate Schedule Division Description Rate/Hour Civil Project Manager $165 Project Engineer- Senior $155 Project Engineer- Staff $130 Project Engineer- Junior $95 Engineering Technician $85 Civil Designer $110 CAD Technician $80 Resident Construction Engineer $155 Survey Survey Office Calculations $110 Survey Crew and Equipment $170 Architecture Project Manager $165 Project Architect- Senior $155 Project Architect- Staff $130 Architectural Designer $95 Architectural Technician $80 Environmental Certified Industrial Hygienist $165 Project Manager $165 Project Engineer- Senior $155 Project Engineer- Staff $130 Project Engineer- Junior $95 Geologist- Senior $155 Geologist- Staff $130 Geologist- Junior $95 Environmental Professional/Scientist $105 Environmental Technician $85 Geotechnical Project Manager $165 Lab Manager $105 Lab/Field Technician III $76 Lab/Field Technician II $60 Lab/Field Technician I $50 Drill Crew and Equipment $195 Inspections Inspector/Assessor- Senior $110 Inspector/Assessor- Junior $85 Construction Project Manager $165 Site Superintendent $110 Quality Control Manager/SSHO $110 Administration Contracts Manager $155 Office Manager $110 Administrative Assistant $60 Updated 2020 Aug. 18, 2020 Item #4 Page 279 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI Exhibit "A" (continued) Baja Exploration — Fee Schedule Service Unit Price .. .. - . ,._ . ___ - c __ CME 75, minimum drill site charge, including mobilization, up to 4 hours $ 1,600.00 CME 75, minimum drill site charge, including mobilization, up to 4 hours, with prevailing wages $ 2,200.00 CME 95, minimum drill site charge, including mobilization, up to 4 hours $ 1,700.00 CME 95, minimum drill site charge, including mobilization, up to 4 hours, with prevailing wages $ 2,500.00 _ Day Rates CME 75, day rate drill site charge, including mobilization, up to 8 hours $ 2,400.00 CME 75, day rate drill site charge, including mobilization, up to 8 hours, with prevailing wages $ 3,200.00 CME 95, day rate drill site charge, including mobilization, up to 8 hours $ 2,800.00 CME 95, day rate drill site charge, including mobilization, up to 8 hours, with prevailing wages $ 3,600.00 Limted Access Rig (LAR), day rate drill site charge, including mobilization, up to 8 hours $ 2,500.00 Limted Access Rig (LAR), day rate drill site charge, including mobilization, up to 8 hours, with PW $ 3,300.00 Mobilization Fees I Mobilization to San Diego, Riverside and SB county sites (up to 1 hour from Escondido, CA) $ 500.00 ... _ Hollow Stem Auger (HSA) Drilling Footage Rates for Permitted or Non-permitted Soil Borings (SB) HSA 0'-30 for SB's, including grout and surface restoration $ 35.00 HSA 31-50' for SB's, including grout and surface restoration $ 35.00 HSA 51-100' for SB's, including grout and surface restoration $ 50.00 . . Geotechnical Drilling for permitted PVC Wells v-co.,r4 HSA 0'-30' for 2" MW, including casing, 15' of screen and all annular materials $ 50.00 HSA 0'-30' for 4" MW $ 60.00 HSA 31-50' for 2" MW $ 50.00 NSA 31-50' for 4" MW $ 60.00 NSA 51400' for 2" MW Call for quote HSA 51-100' for 4" MW Call for quote Brass Ring/SS for CA Modified (CANNISTER QTY) $ 3.00 Environmental SS Sample Liners-EACH $ 5.00 Surface Completions, in asphalt or soil (3 foot concrete pad) $ 600.00 Air Rotary Drilling or Coring Call for quote Extra Personnel (3rd man) Hourly Rate (non-prevailing wage) $ 60.00 Air Rotary Drilling or Coring Concrete Cutting or coring for up to 3 foot diameter Well Pads, up to 6" thick concrete, first hole $ 400.00 Additional holes or cuts $ 200.00 Well Destruction 2 inch PVC Call for quote 4 inch PVC Call for quote Additional Vehicles Support Truck (day rate) $ 250.00 Support Truck with Lift Gate (day rate) $ 500.00 Self Contained Decontamination Trailer (day rate) $ 450.00 Materials Bag of Portland Cement $ 20.00 Bag of Bentonite Chips $ 20.00 Bag of Bentonite Grout $ 25.00 Bag of Concrete $ 12.00 Bag of Rapidset $ 25.00 Bucket of Aquaphalt $ 55.00 55 Gallon Drum $ 65.00 Phone - (760) 743-7678 • Fax - (760) 737-6044 • Email - dbhogan@bajadrilling.com • C57 License# 804318 6/8/2020 Aug. 18, 2020 Item #4 Page 280 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI Exhibit "A" (continued) -s Services Price List Cut 'N Core, Inc. • 9194 Chesapeake Drive, San Diego, CA. 92123 • Phone: 858.560.6627 • Fax: 858.560.1841 Inc. Service Type Description Hourly Rate Minimum Note Flatsaw 44HP Gas Saw 1"-7" $145.00 2 Hours Portal to Portal Flatsaw 60HP $208.00 2 Hours' Portal to Portal / Flatsaw Green Cutting $150.00 2 Hours' Portal to Portal Flatsaw Loop Cutting $150.00 2 Hours' Portal to Portal Flatsaw Electric Hi -Cycle $160.00 2 Hours Portal to Portal Flatsaw Electric Saw (Bull) $178.00 2 Hours 1 Portal to Portal Handsaw Electric Hi-Cycle $150.00 2 Hours' Portal to Portal Handsaw Handsaw- Skillsaw 2.5" Deep $150.00 2 Hours Portal to Portal Handsaw Handsaw- Gas Saw 4.5" $150.00 2 Hours 1 Portal to Portal Handsaw Hand Held Core Drill $150.00 2 Hours Portal to Portal Chainsaw Gas Powered Chainsaw $176.00 2 Hoursi Portal to Portal Core Drill Core Drilling- 1"- 10" $150.00 1 2 Hours' Portal to Portal Core Drill Core Drilling- 4 Speed 11"- 24" $190.00 2 Hours Portal to Portal i Disposal Wastewater Disposal $73.00 Barrel' Loader Skid Steer Loader $155.00 3 Hours! Breaker Skid Steer Hydraulic Breaker $168.00 2 Hours Skid Steer Track Skid Steer $155.00 3 Hours Mini Excavator 303 Mini, 303.5 Mini, 305 Mini Excavator $155.00 3 Hours Backhoe CAT 430F, CAT 430E Backhoe $145.00 4 Hours Backhoe w/ Breaker CAT 430F, CAT 430E Backhoe w/ Breaker $223.00 2 Hours Compaction Wheel Shaker Head/Compaction Wheel $288.00 Per Day Move On/Off Move-On/Move-Off Backhoe $195.00 Each Move On and Off Truck Labor Truck and Tools $130.00 / 2 Hourst Portal to Portal Compressor 1 Man Compressor w/ Air Tools $175.00 2 Hours Compressor 2 Man Compressor w/ Air Tools $275.00 2 Hours Laborer Laborer $105.00 2 Hours Bobcat Bobcat w/ Grinder Attachment/ Sweeper $200.00 4 Hours Move On/Off Move-On/Move-Off Bobcat w/ attachments $195.00 Each Move On and Off Water Wagon Water Wagon Rental $250.00 Per Day Delivery/Pickup Water Wagon Delivery and Pickup $130.00 Each Way Delivery and Pickup Overtime Time and a Half $30.00 Per Hour! Double Time Double Time $45.00 Per Houri ** Prices Effective July 1,2019 Aug. 18, 2020 Item #4 Page 281 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI %%eurofins Exhibit "A" (continued) Ca!science 2/28/2020 Parameter Method Matrix TAT (bus. days) Unit Price ($) Volatile Organics by GC/MS EPA 8260B Soil/Aqueous 5 70 BTEX & Fuel Oxygenates by GC/MS EPA 8260B Soil/Aqueous 5 40 TPH by GC/FID Gasoline Range EPA 8015B Soil/Aqueous 5 25 TPH by GC/FID Diesel Range EPA 8015B Soil/Aqueous 5 37 TPH by GC/FID Motor Oil Range EPA 8015B Soil/Aqueous 5 35 TPH Carbon Chain C6 to C44 EPA 8015B Soil/Aqueous 5 45 TPH by GC/FID DRO & MOR (quantitated against Diesel Standard) EPA 80158 Soil/Aqueous 5 38 Semivolatile Organics by GC/MS EPA 8270C Soil/Aqueous 10 135 Polynuclear Aromatic Hydrocarbons by HPLC EPA 8310 Soil/Aqueous 10 95 Polynuclear Aromatic Hydrocarbons by GC/MS SIM EPA 8270C-SIM Soil/Aqueous 10 90 Organochlorine Pesticides by GC EPA 8081A Soil/Aqueous 5 75 Organochlorine Herbicides by GC EPA 8151A Soil/Aqueous 10 195 Polychlorinated Biphenyls (PCBs) by GC/ECD EPA 8082 Soil/Aqueous 5 55 1,4-Dioxane by GC/MS-SIM ID EPA 8270C-SIM ID Soil/Aqueous 10 95 1,2,3-Trichloropropane (TCP) EPA 82608 Soil/Aqueous 5 80 1,2,3-Trichloropropane (TCP) EPA 524.2 SRL Aqueous 5 80 N-Nitrosodimethylamine (NDMA) EPA 1625CM Aqueous 10 125 N-Nitrosodimethylamine (NDMA) EPA 8270C SIM Soil/Aqueous 10 125 CCR Title 22 Metals by ICP EPA 6010/7000S Soil/Aqueous 5 70 CCR Title 22 Metals by ICP/MS EPA 6020/7000S Soil/Aqueous 5 70 Metals by ICP, each EPA 6010B Soil/Aqueous 5 15 Metals by ICP/MS, each EPA 6020 Soil/Aqueous 5 17 Chromium, Hexavalent by Colorimetric EPA 7196A Soil/Aqueous 5 40 Chromium, Hexavalent by IC EPA 7199 Soil/Aqueous 5 65 Chromium, Hexavalent by IC EPA 218.6 Soil/Aqueous 5 70 Mercury EPA 7470A/7471 Soil/Aqueous 5 22 Ferrous Iron SM 3500FeD Aqueous 5 35 Alkalinity (as CaCO3) SM 2320 B Aqueous 5 12 Anions by IC (CI,F,Br,NO2,NO3,PO4,SO4) each EPA 300.0 Aqueous 5 15 Anions Scan by IC (CI,F,Br,NO2,NO3,PO4,504) EPA 300.0 Aqueous 5 50 Bicarbonate Alkalinity SM 2320 B Aqueous 5 12 Biochemical Oxygen Demand (BOD) SM 5210 B Aqueous 5 50 Carbon Dioxide RSK 175 Aqueous 5 65 Carbonate Alkalinity SM 2320 B Aqueous 5 12 Chemical Oxygen Demand (COD) SM5220D Aqueous 5 25 Chlorine, Residual SM 4500 Cl F Aqueous 5 20 COD (Chemical Oxygen Demand) EPA 410.4 Aqueous 5 20 Conductivity SM 2510 B Aqueous 5 7 Dissolved Oxygen SM 4500 0 G Aqueous 5 75 Ethane, Ethene, & Methane RSK 175 Aqueous 5 75 Fluoride General EPA 300.0 Aqueous 5 15 Hardness, as CaCO3 SM 2340 C Aqueous 5 15 MBAS (Surfactants) SM 5540 C Aqueous 5 40 7440 Lincoln Way Garden Grove CA 92814 www.EurofinsUS.com/Calscience 714 895-5494 Aug. 18, 2020 Item #4 Page 282 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI .eurofins Exhibit "A" (continued) Ca!science 2/28/2020 Nitrate Nitrogen EPA 300.0 Aqueous 5 15 Parameter Method Matrix TAT (bus. days) Unit Price ($) Nitrate/Nitrite Nitrogen EPA 300.0 Aqueous 5 20 Nitrite Nitrogen EPA 300.0 Aqueous 5 15 Nitrogen, Ammonia EPA 350.2/350.3/SM 4500 B/C/F Aqueous 5 50 Nitrogen, Total Kjeldahl (TKN) SN 4500 N Org B Aqueous 5 50 Oil & Grease, Total (HEM.) EPA 1664A Aqueous 5 50 Percent Moisture ASTM D2216 Soil 5 12 Perchlorate EPA 314.0 Aqueous 5 35 Perchlorate EPA 314.0 Soil 5 60 Perchlorate EPA 6850/331.0 Soil/Aqueous 10 135 pH SM 4500 H+B/9045D Aqueous 5 7 Phosphate, ortho- SM 4500 P B/E Aqueous 5 25 Phosphate, ortho- EPA 365.1 Aqueous 5 45 Phosphate, Total SM 4500 P B/E Aqueous 5 25 Phosphate, Total EPA 365.1 Aqueous 5 30 Salinity SM 2520B Aqueous 5 30 Sieve Analysis ASTM D422 Soil 5 75 Solids, Settleable SM 2540 F Aqueous 5 12 Solids, Total Dissolved SM 2540 C Aqueous 5 12 Solids, Total Suspended SM 2540 D Aqueous 5 12 Sulfate EPA 300.0 Aqueous 5 15 Sulfide SM 4500 S2 D Aqueous 5 20 Sulfide, Dissolved SM 4500 S2 D Aqueous 5 20 Sulfide, Reactive SW846 Ch.7 1 Soil/Aqueous 5 20 Sulfite SM 4500 503 Aqueous 5 35 Total Dissolved Solids (TDS) SM 2540 C Aqueous 5 12 Total Inorganic Carbon EPA 415.1/SM 5310 D Aqueous 5 40 Total Organic Carbon EPA 415.1/SM 5310 D Aqueous 5 30 Total Organic Carbon EPA 9060A Soil 5 70 Total Recoverable Petroleum Hydrocarbons by IR EPA 418.1 Soil/Aqueous 5 40 Turbidity SM 2130 B Aqueous 5 12 lgnitability EPA 1010 Soil/Aqueous 5 30 Corrosivity as pH EPA 9040/9045 Soil/Aqueous 5 7 Reactive Sulfides/Cyanides EPA SW-846 Soil/Aqueous 5 25 TCLP Extraction-Zero Headspace Extraction EPA 1311 Soil/Aqueous 5 90 TCLP Extraction EPA 1311 Soil/Aqueous 5 30 STLC Extraction CCR Title 22 Soil/Aqueous 5 30 Parameter Method Matrix TAT (bus. Unit Price ($) days) 7440 Lincoln Way Garden Grove CA 92814 www.EurofinsUS.com/Calscience 714 895-5494 Aug. 18, 2020 Item #4 Page 283 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI eurofins Exhibit "A" (continued) Calscience 2/28/2020 Toxic Organic Compounds by GC/MS SCAN EPA TO-15 - SCAN Air 5 125 Toxic Organic Compounds by GC/MS SIM EPA 10-15 - SIM Air 10 175 TPH as Gasoline EPA 10-3 Air 10 50 Fixed Gases Inorganics Includes: Oxygen, Nitrogen, Carbon Monoxide, & Carbon Dioxide. ASTM D1946 Air 5 75 Summa Canister Rental (One-liter or six-liter, batch certificatio) 30 Summa Canister Rental (SIM or Individual certification) 75 Flow Controller Rental (Soil gas, batch certification) 15 Flow Controller Rental (Indoor Air or Ambient Air, batch certification) 25 Flow Controller Rental (Indoor Air or Ambient Air, SIM certification) 50 Tedlar bags, one liter (purchase) 25 EnCore sampler (price is for each sampler, need 3 for any VOC test, 5 if VOCs + TPHg) 8 5035 Prep Fee for samples submitted in EnCore samplers 10 5035 Field Sampling Kit for VOCs (3 vials) 14 5035 Field Sampling Kit for VOCs (5 vials) 25 Notes: Discount from Standard Fee Schedule (for methods not listed above): 20% Rush surcharges: 24-hrs 100% (2.0 multiplier), 48-hrs 50% (1.5 multiplier), 3 days 25% (1.25 multiplier), 4 days 15% (1.15 multiplier Surcharge for Data Packages: Level III +10%, Level IV +15% requested, is 15 working days Project Specific Quotes Available 7440 Lincoln Way Garden Grove CA 92814 www.EurofinsUS.com/Calscience 714 895-5494 Aug. 18, 2020 Item #4 Page 284 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI ExhilVontinued) FEE SCHEDULE KEHOE TESTING 8c ENGINEERING CONE PENETRATION TESTING (CPT) SERVICES/PRICING (portal to portal*): • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (Overtime) • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (Double time) • Minimum Call Out for CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (4 hrs or less) CPT SERVICES/PRICING INCL. PREVAILING WAGE (portal to portal*): • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (Overtime) • CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (Double time) • Minimum Call Out for CPT Soundings w/ CPT Rig, Direct Push, Limited or Track Rig (4 hrs or less) SOIL, GROUNDWATER, VAPOR SAMPLING SERVICES/PRICING (portal to portal*): • Direct Push, Limited or Track Rig • Direct Push, Limited or Track Rig (Overtime) • Direct Push, Limited or Track Rig (Double time) • Minimum Call Out for Direct Push, Limited or Track Rig (4 hrs or less) SOIL, GROUNDWATER, VAPOR SAMPLING INCL. PREVAILING WAGE (portal to portal*): • Direct Push, Limited or Track Rig • Direct Push, Limited or Track Rig (Overtime) • Direct Push, Limited or Track Rig (Double time) • Minimum Call Out for Direct Push, Limited or Track Rig (4 hrs or less) OTHER SERVICES/PRICING: • Seismic Shear Wave Measurements w/ CPT Rig • Pore Pressure Dissipation Testing w/ CPT Rig (no charge w/ daily rate) • Pore Pressure Dissipation Testing w/ CPT Rig (no charge w/ daily rate, incl. Prevailing Wage) • Concrete Coring (up to 8" thick) • Per Diem/Two Man • Cancellation Fee (less than 24 hrs notice given) MATERIALS: • Acetate Liners (1" dia x 2' length) • Acetate Liners (1 %" dia x 4' length) • PVC Blank (3/4" or 1" dia), Flush Threaded • PVC Screen (3/4" or 1" dia), Flush Threaded • PVC Caps • Bentonite Granules / Portland Cement / Concrete / Sand / Asphalt Patch • Bentonite Grout • Waste Drum (55 gallon) • Polyethylene Tubing for Groundwater (3/8" dia) & Vapor Sampling (1/4" dia) • Nylon (NylaFlow) Tubing for Vapor Sampling (1/4" dia) • Teflon Tubing for Vapor Sampling (1/4" dia) • Vapor Valves • Vapor Filter/Implant (1/4" Polypropolene) • Disposable Steel Tips for Groundwater Sampling / Vapor Sampling • Other Materials 280.00/hr 320.00/hr 360.00/hr 1,500.00/day 420.00/hr 480.00/hr 540.00/hr 2,000.00/day 180.00/hr 220.00/hr 260.00/hr 900.00/day 300.00/hr 360.00/hr 420.00/hr 1,300.00/day 30.00/ea no charge no charge 150.00/core 400.00/nt 300.00/ea 3.00/ea 4.50/ea 3.50/ft 4.00/ft 1.00/ea 15.00/ea 30.00/ea 50.00/ea .25/ft .75/ft 2.00/ft 3.25/ea 2.00/ea 10.00/ea (cost + 15%) " Portal to portal time includes travel time & loading/unloading equipment. It is also included in total hours estimated. "" All unit prices are subject to change. Must call for an estimate based on a specific scope of work. (Rev.02/11 /20-1) 5415 Industrial Drive " Huntington Beach, CA 92649-1518 * (714) 901-7270 ofc * (714) 901-7289 fax " vvww.kehoetesting.com Aug. 18, 2020 Item #4 Page 285 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE 2020 Fee Schedule (Geophysical/Utility Locating Services) PSA21-1216CMI Exhibit "A" (continued) SubSurface Surveys & Associates, Inc. 2075 Corte Del Nogal, Suite W I Carlsbad, California 92011 Office: (760) 476-0492 Fax: (760) 476-0493 Description Billing Unit Non- Prevailing Wagel Prevailing Wage' Geophysical Services Basic Geophysical Surveying* (Cost of Crew) Hourly $ 280.00 $ 325.00 Advanced Geophysical Surveying** (Cost of Crew) Hourly $ 325.00 $ 430.00 Vibration/Blast Monitoring (Cost of Crew) Hourly $ 120.00 $ 120.00 Rebar/Post-Tension Delineation (Cost of Crew) Hourly $ 210.00 $ 250.00 *Basic geophysical surveying includes: borehole clearance, utility locating, abandoned oil well and UST detection and locating, Ground Penetrating Radar, Electro-Magnetic, Magnetic and VLF surveys, soil resistivity surveys using the Wenner four electrode array. **Advanced geophysical surveying includes: seismic surveys (refraction and reflection, surface, down-hole, and cross-hole), Electrical Resistivity Imaging Surveys using the STING. Description Billing Unit Amount Amount Mobilizations Within Service Area Basic Geophysical Surveying4 Daily $ 280.00 $ 280.00 Advanced Geophysical Surveying4 Daily $ 400.00 $ 400.00 Blast/Vibration Monitoring/Rebar/PT Surveying4 Daily $ 240.00 $ 240.00 Mobilizations Outside Service Area (Driving) Basic Geophysical Surveying4 Hourly $ 176.00 $ 175.00 Advanced Geophysical Surveying4 Hourly $ 225.00 $ 225.00 Blast/Vibration Monitoring/Rebar/PT Surveying4 Hourly $ 150.00 $ 150.00 Other Costs Weekend, Nighttime2 Lump Sum 25% Increase 25% Increase Overtime3 Lump Sum 25% Increase 25% Increase Presite Visits Hourly $ 60.00 $ 60.00 Per Diem (Only charged for out of town projecgs) Night/person $140.00 $140.00 Seismic Tomography Processing Per Line $ 100.00 $ 100.00 Footnotes 'All costs are a turnkey rate, including a professional report with appropriate graphics 2Nighttime rates will be applied to all field hours and mobilization rates during the times of 6:00pm to 6:00am. 30vertime rates will be applied to all field hours in excess of 8 field hours worked in any one day. 4Mobilization to project sites located within 2 hours of Carlsbad, CA Aug. 18, 2020 Item #4 Page 286 of 314 DocuSign Envelope ID: 2E600ACB-D57D-4494-A71A-3F85E990C5FE PSA21-1216CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 287 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-8322-61772196D746 PSA21-1219CMI MASTER AGREEMENT FOR AS NEEDED MATERIALS TESTING SERVICES TWINING, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and TWINING, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of an engineering firm that is experienced in materials testing services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as needed materials testing services. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above, The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 288 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-6322-61772196D746 PSA21-1219CMI Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Six Hundred Thousand Dollars ($600,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 289 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-B322-61772196D746 PSA21-1219CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 290 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-6322-61772196D746 PSA21-1219CMI 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 291 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-B322-61772196D746 PSA21-1219CMI Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Andrew Suarez Contract Administrator Title Project Manager Public Works Address 2883 East Spring Street CITY OF CARLSBAD 1635 Faraday Avenue Phone Long Beach, CA 90806 858-974-3750 Carlsbad, CA 92008 Email asuarez@twininginc.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes Z No LI 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 292 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-B322-61772196D746 PSA21-1219CMI 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 293 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-6322-61772196D746 PSA21-1219CMI 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. /// /// /// /// /I/ III III /// /// 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 294 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-B322-61772196D746 PSA21-1219CMI 26. 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. Executed by Contractor this 25th day of August , 2020. CONTRACTOR TVVINING, INC., a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: By: /GPI otto,tA,s (sign here) .17/7 Matt Hall, President Amy Owens, Secretary (print name/title) By: flag teri, At tkIitA jr - (sign here) for Barbara Engleson, Secretary Edward M. Twining, Jr., Chairman (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, 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: CELIA A. BREWER, General Counsel BY: Assistant General Counsel 8 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 295 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-6322-61772196D746 PSA21-1219CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed materials testing services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. For field services, the client will be charged for the hours actually worked in 2, 4, 6 and 8 hour increments. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 296 of 314 Equipment Usage (Daily Unless Otherwise Noted) Skidmore = Torque Wrench, Small Torque Wrench, Large Torque Multiplier Air Meter Brass Mold Nuclear Gauge (Per Hour) Pull Test Equipment Concrete/Asphalt Coring Equipment Pachometer Floor Flatness (Dipstick) Schmidt Hammer Vapor Emission Test Kits Relative Humidity Probe UPV (Ultrasonic Pulse Velocity) Meter Fireproofing Adhesion/Cohesion (Per Test) A Scan Ultrasonic Equipment and Consumables Magnetic Particle Equipment and Consumables Liquid Penetrant Consumables Phased Array Ultrasonic Equipment (Per Hour) Ground Penetrating Radar Impact Echo Ultrasonic Tomography Inertial Profiler (Per Hour) Project Dedicated Vehicle Roller Compacted Concrete Vibrating Hammer/Tempting Plate Half-cell Potential Equipment Set Concrete Electrical Resistivity Meter Field Hardness (Steel) Coating Thickness Gauge Temperature Control Curing Box (Per Month) Temperature Matching Curing Box (Per Month) Specimen Pick-Up Standard Sample: Concrete Cylinders (Each) Standard Sample: Mortar/Grout Cubes and Cores, Fireproofing, Rebar, and Epcpry Prisms (Each) Oversize Sample: Masonry Prisms, Shotcrete Panels, Flexural Beams (Each) Technician for Specimen Pick-Up Not Listed Above (Per Hour, 2-Hour Minimum) Technician for Specimen Pick-Up Before 5:00 a.m. or After 5:00 p.m. Monday thru Friday, or All Day Saturday (Per Hour, 2-Hour Minimum Plus Mileage) Jobsite Trailer, Mobile or On-site Laboratory Mobile laboratory for rapid strength concrete (per shift not exceeding 12 hours) All others by quotation Rate $ 40.00 15.00 25.00 40.00 20.00 20.00 WAIVED 60.00 $ 250.00 55.00 45.00 20.00 30.00 60.00 5 350.00 35.00 75.00 40.00 $ 35.00 60.00 $ 300.00 350.00 $ 450.00 $ 260.00 $ 110.00 70.00 $ 350.00 5 160.00 $ 100.00 $ 100.00 $ 450.00 $ 520.00 Rate WAIVED WAIVED 50.00 95.00 $ 120.00 Rate 450.00 Rate 25.00 25.00 77.00 62.00 85.00 90.00 $ 240.00 $ 490.00 $ 450.00 Task Code 95318 95309 95312 95315 95321 95324 95343 95333 95348 95327 95336 95330 95341 95342 95339 95351 95300 95303 95306 95307 95347 95345 95362 95349 95357 95364 95367 95368 95369 95370 95371 95372 Task Code 20102 20101 20103/ 20104 20107 20109 Task Code 95360 Task Code 20201 20202 20203 20205 20207 Concrete Tests (Field Made Specimens) 6" x 12" Cylinder: Compression Strength (ASTM C39) 4" x 8" Cylinder Compression Strength (ASTM C39) Density of Structural Lightweight Concrete Equilibrium or Oven Dry Method (ASTM C567) Core Compression including Trimming (ASTM C42) 6"x 6"x 18" Flexural Beams Not Exceeding Referenced Size (ASTM C78, C293 or CTM 523) 20209 Splitting Tensile Strength (ASTM C496) 20211 Modulus of Elasticity Test (ASTM C469) 80003 Rapid Chloride Permeability Test: Cylinders or Cores (ASTM C1202) 80006 Density, Absorption, and Voids in Hardened Concrete (ASTM C642) DocuSign Envelope ID: C4AB74BC-1200-4210-B322-61772196D746 • • • • "TWINING PSA21-1219CMI Exhibit "A" (continued) Schedule of Fees Personnel Rates: Per Hour Unless Otherwise Noted Task Code Engineering and Consulting Personnel Rate 10026 Senior Principal Advisor/Consultant 300.00 10001 Principal Engineer/Geologist 200.00 10017 Metallurgical Engineer 190.00 70000 Registered Geotechnical Engineer 195.00 10010 Technical Advisor 195.00 10011 Material Scientist, Welding/NDT Consultant 205.00 70003 Registered Geologist/Certified Engineering Geologist -$ 165.00 10003 Senior Engineer/Geologist 175.00 10009 Registered Civil Engineer $ 170.00 60003 Roofing/Waterproofing Consultant 195.00 10013 Project Engineer/Manager 135.00 30000 Quality Control Manager 155.00 10005 Senior Staff Engineer/Geologist 150.00 10007 Staff Engineer/Geologist 145.00 10015 Quality Control Administrator 135.00 10019 Metallurgical Technician 110.00 90001 CADD Operator/Draftsperson 97.00 70107 Field Supervisor 130.00 91030 Safety Supervisor 130.00 20000 Laboratory Manager 115.00 98000 Laboratory Technician 95.00 90005 Expert Witness Testimony 525.00 91010 Qualified SWPPP Developer 150.00 91000 Qualified SWPPP Practitioner 135.00 30001 Vibration Engineer 175.00 Task Code Field Inspection Personnel Rate 10101 Concrete/Reinforced Steel Inspector 100.00 10103 Prestressed/Post Tensioned Inspector 100.00 10105 Concrete ICC Inspector 100.00 10109 Drilled-In-Anchor Inspector 100.00 10111 Gunite/Shotcrete Inspector 100.00 10113 Masonry Inspector -$ 100.00 10201 Structural Steel/Welding Inspector 100.00 10203 AWS Certified Welding Inspector 100.00 10207 Fireproofing Inspector 100.00 10501 Lead Inspector 110.00 10115 Firestop Special Inspector - IFC Premier 110.00 10117 Firestop Special Inspector- IQP 110.00 70109 L.A. Deputy Grading Inspector 120.00 75001 Asphalt Field and Plant Inspector/Technician 100.00 70103 Pile Driving Inspector 100.00 70101 Soils Technician 100.00 10107 Concrete Quality Control (ACl/Caltrans Technician) 100.00 10122 Wood Framing Inspector 100.00 60001 Rooting/Waterproofing Inspector 122.00 10515 Mechanical Inspector 140.00 10519 Electrical Inspector 140.00 10521 Plumbing Inspector 140.00 10523 Building Inspector 135.00 30002 Vibration Monitoring Technician 108.00 50003 Field Engineering Technician 120.00 Task Code Shop Inspection Personnel Rate 10301 Structural Steel Fabrication Inspector $ 110.00 10309 Batch Plant Quality Control Technician/Inspector $ 110.00 10325 Glue-Laminated Fabrication Inspector Quotation 10328 Pre-Cast Concrete/Pipe Fabrication Inspector $ 116.00 Task Code Non-Destructive Testing Personnel Rate 10401 NDE Ultrasonic Testing Technician $ 115.00 10403 NDE Magnetic Particle Testing Technician $ 115.00 10405 NDE Dye Penetrant Testing Technician $ 115.00 10305 Combination NDE Technician/Welding Inspector $ 115.00 10409 Radiographic Testing (crew of 2) $ 315.00 10020 NDE Engineer $ 180.00 1 Aug. 18, 2020 Item #4 Page 297 of 314 Physical and Chemical Analysis of Fly Ash Chemical Analysis of Fly Ash per Standard Requirements (ASTM C618) Physical Testing of Fly Ash per Standard Requirements (ASTM C618) Partial Analysis or Specific Physical Tests Chemical Analysis and Physical Testing of Fly Ash per Standard Requirements (ASTM C1618) Physical Testing of Chemical Admixtures for Concrete Qualification of Admixture per ASTM C494 Rate 650.00 $ 650.00 Quotation $ 1,100.00 Rate Quotation Rate $ 195.00 $ 195.00 $ 150.00 $ 550.00 $ 650.00 $ 3,200.00 $ 150.00 175.00 $ 175.00 $ 275.00 $ 175.00 $ 105.00 $ 195.00 $ 45.00 $ 245.00 $ 175.00 $ 245.00 $ 225.00 $ 195.00 210.00 $ 150.00 $ 190.00 $ 225.00 $ 195.00 $ 175.00 $ 65.00 $ 195.00 $ 25.00 $ 30.00 $ 40.00 $ 275.00 350.00 $ 90.00 Quotation $ 525.00 $ 825.00 $ 875.00 $ 2,600.00 $ 2,800.00 Rate $ 1,200.00 $ 650.00 $ 650.00 $ 650.00 Quotation $ 2,400.00 $ 2,600.00 70399 Task Rate Code $ 800.00 80140 $ 450.00 80143 $ 500.00 80146 80147 Rate $ 32.00 Task $ 32.00 Code 80196 Rate Task $ 50.00 Code 30503 $ 90.00 30505 70301 $ 110.00 70303 $ 260.00 70304 $ 95.00 70344 $ 475.00 $ 950.00 70305 30403 30321 30322 $ 490.00 70393 70396 $ 45.00 70309 $ 30.00 70311 $ 130.00 70313 $ 130.00 $ 520.00 70315 $ 450.00 70317 $ 450.00 70319 70321 $ 800.00 70378 $ 5,000.00 70325 75004 $ 1,100.00 30507 $ 7,000.00 30508 70331 70333 Rate $ 250.00 70335 $ 2,200.00 70337 70339 $ 1,700.00 70341 70340 70342 30401 70343 80001 70394 70391 Soils and Aggregate Tests Abrasion: LA Rattler (ASTM C131) Abrasion: LA Rattler (ASTM C535) Atterberg Limits/Plasticity Index (ASTM D4318, CTM204) California Bearing Ratio Excluding Maximum Density (ASTM 01883): Soil California Bearing Ratio Excluding Maximum Density (ASTM D1883): Cement-Treated Soil Cement-Treated Soil/Base Mix Design: includes three trial cement contents with three unconfined compressive strength specimens per cement content Chloride and Sulfate Content (CTM 417, CTM 422) Clay Lumps and Friable Particles (ASTM 0142) Cleanness Value: 1" x#4 (CTM 227) Cleanness Value: 1.5" x .75" (CTM 227) Collapse Potential/Index (ASTM D5333) Compressive Strength of Molded Soil-Cement Cylinders (ASTM 01633) Consolidation Test: Full Cycle (ASTM 2435, CTM 219) Consolidation Test: Time Rate per Load Increment (ASTM 02435, CTM 219) Corrosivity Series: Sulfate, Cl, pH, Resistivity (CTM 643, 417, and 422) Crushed/Fractured Particles (ASTM D5821, CTM 205) Direct Shear Test: Remolded and/or Residual (ASTM 03080) Direct Shear Test: Undisturbed - Slow [CD] (ASTM 03080) Direct Shear Test: Undisturbed - Fast [CU] (ASTM D3080) Durability Index: Per Method - ABC, or D (CTM 229, ASTM D3744) Expansion Index (ASTM D4829, UBC 18-2) Fine Aggregate Angularity (AASHTO T304, ASTM C1252, CTM 234) Flat and Elongated Particle (ASTM D4791) Flat or Elongated Particle (ASTM 04791) Maximum Density: Methods A/B/C (ASTM 01557, D698, CTM 216) Maximum Density Check Point (ASTM 01557, 0698) Maximum Density: AASHTO C [Modified] (AASHTO T-180) Moisture Content (ASTM D2216,CTM 226) Moisture and Density: Ring Sample (ASTM 02937) Moisture and Density: Shelby Tube Sample (ASTM 02937) Moisture-Density Relations of Soil-Cement Mixtures Premixed in the Field (ASTM 0558) Moisture-Density Relations of Soil-Cement Mixtures Mixed in the Lab (ASTM 0558) Organic Impurities (ASTM C40, CTM 213) Permeability (ASTM D5084) Potential Reactivity: Chemical Method (ASTM C289 - Discontinued Method) Potential Reactivity: Mortar Bar Expansion Method, 14-Day Exposure (ASTM C1260) Potential Reactivity: Mortar Bar Expansion Method, 28-Day Exposure (ASTM 01260) 70398 Potential Reactivity: Concrete Bar Expansion, Method (ASTM C1293), 12 month Potential Reactivity: Concrete Bar Expansion, Method (ASTM 01293), 24 month DocuSign Envelope ID: C4AB74BC-1200-4210-6322-61772196D746 • • • "TWINING Task Concrete Tests (Field Made Specimens), Code Continued 40005 Flexural Toughness (ASTM C1609, Formerly ASTM C1018) 40006 Double Punch Strength of Fiber Reinforced Concrete 40009 Coefficient of Thermal Expansion of Concrete (CRD 39, AASHTO T336) Task Code Concrete Specimen Preparation 20151 Sawing of Specimens (Each) 20157 Coring of Specimens in Lab (Each) Task Laboratory Trial Batch: Concrete, Cement Code and Mortar 30217 Compression Test Cylinders Made and Tested in Laboratory (ASTM 0192, C35) 30219 6" x 6" x 18" Flexural Beams Made and Tested in Laboratory (ASTM 0192, C78) 30223 Splitting Tensile Strength Cylinders Made and Tested in Laboratory (ASTM C192, C496) 30225 Modulus of Elasticity Test Cylinders Made and Tested in Laboratory (ASTM 0192, C469) 30227 Density of Structural Lightweight Concrete Made in the Laboratory, Equilibrium or Oven Dry Method (ASTM 0567) 30201 Laboratory Trial Batch (ASTM 0192) 30203 Laboratory Trial Batch: Packaged Dry Concrete Including Verification of Slump, Air Content, Plastic Unit Weight, Six Cylinders for Compressive Strength (ASTM 0387 and C192) 30205 Drying Shrinkage Up 10 28 Days: Three 3" x 3" or 4" x 4" Bars, Five Readings up to 28 Dry Days (ASTM 0157) 30230 Additional Reading, Per Set of Three Bars 30231 Storage over Ninety (90) Days, Per Set of Three Bars, Per Month 30207 Setting Time Up to 7 Hours (ASTM C403) 30209 Bleeding (ASTM 0232) 30229 Concrete Restrained Expansion (ASTM C878) 30211 Mix, Make and Test Mortar or Grout Specimens for Compressive Strength: Set of 6 (ASTM 0878) 20263 Non-Shrink Grout: Height Change after Final Set (ASTM 01090) 20265 Non-Shrink Grout: Height Change at Early Age (ASTM 0827) 30232 Cracking Resistance, Set of Three Rings, Laboratory Trial Batching, Test Until Cracking or up to 28 Days (ASTM 1581) 30233 Evaluation of Pre-Packaged Masonry Mortars (ASTM 0270) 30234 Creep, ASTM 0512 (One Age of Loading, 12 Months Duration of Testing) Task Chemical Analysis and Petrographic Code Examination of Concrete 80123 Chemical Analysis for Acid Soluble Chlorides (ASTM 01152) (includes sample prep) 80193 Chloride Diffusion Coefficient of Cementitious Mixtures by Bulk Diffusion (ASTM C1556) 80129 Petrographic Examination of Hardened Concrete (ASTM 856) (Comprehensive) Task Code Physical and Chemical Analysis of Cement 80195 Physical Testing and Chemical Analysis of Portland Cement per Standard Requirements (ASTM 0150) 80100 Chemical Analysis of Portland Cement per Standard Requirements (ASTM 0150) 80103 Physical Testing of Portland Cement per Standard Requirements (ASTM 0150) 80194 Physical Testing of Type K Cement, Mortar Expansion (ASTM 0806) 80106 Partial Analysis or Specific Physical Tests 80110 Sulfates Resistance of Hydraulic Cement (ASTM C1012) -6 months 80111 Sulfates Resistance of Hydraulic Cement (ASTM C1012) -12 months PSA21-1219CMI Exhibit "A" (continued) 2 Aug. 18, 2020 Item #4 Page 298 of 314 Rate 125.00 175.00 55.00 Task Code 20301 20303 20305 20307 20309 20311 20313 20315 Task Code 20321 20323 20327 20335 20329 20331 20333 20339 Brick Masonry Tests, ASTM C67 Modulus of Rupture: Flexural Compression Strength Absorption: 5 Hour or 24 Hour Absorption (Boil): 1, 2 or 5 Hours Initial Rate of Absorption Efflorescence Cores: Compression Shear Test on Brick Cores: 2 Faces Concrete Block, ASTM C140 Compression Absorption/Moisture Content/Oven Dry Density Linear Shrinkage (ASTM C426) Web and Face Shell Measurements Tension Test Core Compression Shear Test of Masonry Cores: 2 Faces Efflorescence Tests $ 80.00 $ 150.00 $ 150.00 $ 200.00 $ 350.00 $ 245.00 $ 200.00 $ 200.00 $ 210.00 $ 215.00 Task $ 80.00 Code Masonry Prisms, ASTM C1314 20341 Compression Test: Composite Masonry Prisms Up To 8" x 16" $ 90.00 20343 Compression Test: Composite Masonry Prisms Larger Than 8" x 16" 20346 Prism Cord Modulus of Elasticity $ 150.00 20347 Prism Cord Modulus of Elasticity with Transverse Strain (for double-wythe specimen) $ 80.00 Task $ 230.00 Code Mortar and Grout 20351 Compression: 2" x 4" Mortar Cylinders (ASTM C780) $ 230.00 20353 Compression: 3" x 3" 06" Grout Prisms, Includes Trimming (ASTM C119) 20355 Compression: 2" Cubes (ASTM C109) $ 230.00 20357 Compression: Cores (ASTM C42) $ 85.00 DocuSign Envelope ID: C4AB74BC-1200-4210-6322-61772196D746 00 0 • .'TWINING PSA21-1219CMI Exhibit "A" (continued) Task Code Soils and Aggregate Tests, Continued 70397 Potential Reactivity of Aggregate Combination, 14-Day Exposure, Mortar (ASTM C1567) 70392 Potential Reactivity of Aggregate Combination, 28-Day Exposure, Mortar (ASTM C1567) 70345 R-Value: Soil (ASTM 2844, CTM 301) 70347 R-Value: Aggregate Base (ASTM D2844, CTM 301) 70349 Sand Equivalent (ASTM D2419, CTM 217) 70351 Sieve #200 Wash Only (ASTM 01140, CTM 202) 70353 Sieve with Hydrometer: 3/4" Gravel to Clay (ASTM 0422, CTM 203) 70355 Sieve with Hydrometer: Sand to Clay (ASTM D422, CTM 203) (ASTM C136, CTM 202) 70363 Soundness: Sodium or Magnesium Sulfate, 5 Cycles (ASTM C88) 70365 Specific Gravity and Absorption: Coarse (ASTM C127, CTM 206) 70367 Specific Gravity and Absorption: Fine (ASTM C128, CTM 207) 70369 Swell/Settlement Potential: One Dimensional (ASTM 04546) 70371 Triaxial 70373 Unconfined Compression (ASTM 02166, CTM 221) 30317 Unit Weight Per Cubic Foot (ASTM C29, CTM 212) 30319 Voids in Aggregate with Known Specific Gravity (ASTM C29, CTM 212) 30411 Lightweight Particle: Coarse (ASTM C123) 30412 Lightweight Particle: Fine (ASTM C123) Task Code Asphalt Concrete Tests 75031 HMA Mixing and Preparation 75032 HMA Mixing and Preparation with Aggregate Treatment 75033 Bulk Specific Gravity of Compacted Sample or Core: SOD (CTM 308C and ASTM 02726) 75036 Bulk Specific Gravity of Compacted Sample or Core: Parafin Coated (CTM 308A and ASTM D1188) 75040 Emulsion Residue, Evaporation (ASTM D244) 75024 Extraction: % Bitumen (CTM 382, ASTM 06307) 75027 Extraction: % Bitumen and Gradation (CTM 382, CTM 202, ASTM D6307, ASTM D5444) 75028 Extraction: % Bitumen, Correction Factor (CTM 382, ASTM 06307) 75030 Chemical Extraction: % Bitumen and Sieve Analysis (ASTM D2172 Method A or B, ASTM D5444) 75042 Lab Tested Maximum Density: Hveem, 3 briquettes (CTM 304, CTM 308, ASTM D1561, ASTM D1188) 75057 Hveem Stabilometer Test, Prembced, 3 briquettes (CTM 304, CTM 366, ASTM 01560, ASTM 01561) 75048 Lab Tested Maximum Density: Marshall, 3 briquettes (ASTM D6926,ASTM D2726) 75049 Lab Tested Maximum Density: Marshall 6" Specimen, 3 briquettes (ASTM 05581, ASTM 02726) 75050 Lab Tested Maximum Density: Superpave Gyratory Compacted Briquette, SSD, 1 briquette (ASTM 06925, ASTM 02726) 75052 Lab Tested Maximum Density: Superpave Gyratory Compacted Briquette, Parafin, 1 briquette (ASTM 06925, ASTM 01188) 75051 Maximum Theoretical Specific Gravity [RICE) (CTM 309, ASTM 02041) 75066 Marshall Stability and Flow, Cored Sample, each (ASTM 06927) 75069 Marshall Stability and Flow, Premixed, 3 briquettes (ASTM 06926, ASTM D6927) 75106 Marshall Stability and Flow, Gyratory Compacted Specimen Pre-Mixed, 3 briquettes (ASTM 06925, ASTM 05581) 75107 Marshall Stability and Flow 6" Specimen, Premixed, 3 briquettes (ASTM 05581) 75063 Moisture Content (CTM 370) Rate $ 950.00 $ 1,000.00 $ 375.00 $ 400.00 $ 125.00 $ 90.00 $ 250.00 $ 240.00 $ 450.00 $ 100.00 $ 165.00 $ 105.00 Quotation $ 135.00 $ 125.00 $ 125.00 $ 400.00 $ 400.00 Task Code Asphalt Concrete Tests, Continued 75005 Wet Track Abrasion Test (ASTM 03910) 75093 Hveem Mix Design (Excluding Aggregate Quality Tests) 75096 Hveem Mix Design, with RAP (Excluding Aggregate Quality Tests, RAP Qualification) 75099 Hveem Mix Design, with Lime (Excluding Aggregate Quality Tests) 75094 Hveem Mix Design Caltrans Untreated Mix (Including Aggregate Quality Tests) 75095 Hveem Mix Design Caltrans Lime Treated Mix (Including Aggregate Quality Tests) 75084 Marshall Mix Design (Excluding Aggregate Quality Tests) 75087 Marshall Mix Design with RAP (Excluding Aggregate Quality Tests) 75090 Marshall Mix Design with Lime (Excluding Aggregate Quality Tests) 75083 Open Grade Asphalt Concrete Mix Design (CTM 368, ASTM 07064) 75109 Superpave Mix Design (Excluding Aggregate Quality Tests) 75113 Superpave Mix Design, with RAP (Excluding Aggregate Quality Tests) 75075 Effect of Moisture on Asphalt Paving Mixtures, Pre-Mixed (AASHTO T283, ASTM 04867) 75111 Hamburg Wheel Track Test, 20,000 passes, 4 briquettes (AASHTO 1324) 75039 Raveling Test of Cold Mixed Emulsified Asphalt (ASTM D7196) 75067 Marshall Stability, wet set, 3 replicates (PASHTO T245) 75068 Marshall Stability, dry set, 3 replicates (,RASHTO T245) 75070 Cold Recycled Asphalt Mix Design: 2 gradings each, 3 emulsion content (Caftans LP-8) 75114 Superpave Mix Design, with Rubber (Excluding Aggregate Quality Tests) 75115 Superpave Mix Design, with Additives (Excluding Aggregate Quality Tests) Rate $ 55.00 $ 37.00 $ 55.00 $ 65.00 Rate $ 160.00 $ 3,400.00 $ 3,800.00 $ 3,800.00 $ 4,650.00 $ 4,650.00 $ 3,400.00 $ 3,800.00 $ 3,800.00 $ 1,700.00 $ 4,900.00 $ 6,500.00 $ 1,000.00 $ 1,100.00 $ 200.00 $ 350.00 $ 300.00 $ 10,500.00 $ 6,600.00 $ 5,790.00 Rate $ 75.00 $ 55.00 $ 60.00 $ 70.00 $ 50.00 $ 70.00 65.00 $ 90.00 Rate $ 85.00 85.00 $ 225.00 45.00 $ 155.00 65.00 $ 85.00 45.00 Rate $ 185.00 245.00 $ 525.00 $ 650.00 70357 Sieve Analysis Including Wash (ASTM C136, CTM 202) $ 140.00 70359 Sieve Analysis Without Wash (ASTM C136, CTM 202) $ 100.00 70360 Sieve Analysis: Split Sieve (ASTM C136, CTM 202) $ 200,00 70361 Sieve Analysis Without Wash: With Cobbles $ 225.00 3 Aug. 18, 2020 Item #4 Page 299 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-6322-61772196D746 00 • • "TWINING PSA21-1219CMI Exhibit "A" (continued) Task Code Masonry Specimen Preparation 20155 Cutting of cubes or Prisms Task Code Fireproofing Tests 20401 Oven Dry Density (ASTM E605) Task Code Gunite and Shotcrete Tests 20361 Core Compression Including Trimming (ASTM 042) 20365 Compression: Cubes (Includes Saw Cutting) Task Machining and Preparation of Tensile and Bend Code Sample: Carbon Steel Rate 20751 Machinist: Initial Preparation from Mock-up, Etc. $ 95.00 (Per Hour) 20753 Sawcut to Overall Width (Per 0.5" Thickness or $ 50.00 Fraction Thereof) $ 55.00 20755 Machine to Test Configuration: Milled Specimens $ 70.00 20757 Machine to Test Configuration: Tumed Specimens $ 135.00 (Per 0.5" Thickness or Fraction Thereof) 20759 Prepare Subsize Specimens (Per 0.5" Thickness $ 85.00 or Fraction Thereof) Rate $ 65.00 Rate $ 65.00 Rate $ 65.00 $ 85.00 Task Concrete Roof Fill: Gypsum, Vermiculite, Perlite, Code Lightweight Insulating Concrete, Etc. 20371 Compression Test (ASTM C495 and C472) 20373 Air Dry Density (ASTM C472) 20379 Oven Dry Density (ASTM 0495) Task Code Reinforcing Steel, ASTM A615, A706 20501 Tensile Test: # 11 or Smaller 20503 Bend Test: # 11 or Smaller 20504 Bend Test #14 or #18 20505 Tensile Test: # 14 20507 Tensile Test: # 18 Task Reinforcing Steel - Welded or Coupled Code Specimens 20521 Tensile Test Welded/Coupled #11 and Smaller 20523 Tensile Test: Welded/Coupled #14 20525 Tensile Test: Welded/Coupled #18 20529 Weld: Macroetch 20531 Slippage Test - Caltrans (CTM 670) 20532 Tensile Test: Welded Hoops #11 and Smaller Task Code Charpy Impact 20621 Charpy Impact Ambient Temperature 20623 Charpy Impact Reduced Temperature Task Code Machining of Charpy Samples: Carbon Steel 20780 Cutting and Milling (Per 0.5" or Fraction Thereof) 20783 Final Machining to Sample Configuration Task Prestressing Wires and Tendons, Code (ASTM A416) 20701 Stress-Strain Analysis: Wire or Strands (Including Chart and Percent Offset) 20703 Tensile Test Only 20705 Tendons Task Polymer Matrix Composite Materials Code (Fiberwrap) 20706 Tensile Strength - Set of 5 Specimens/batch/ direction (ASTM 03039) 20707 Tensile Strength -Additional Specimens (ASTM 03039) 20708 Heating Chamber Time - Per 24 hr period Rate 90.00 110.00 Rate 80.00 90.00 Rate $ 180.00 $ 135.00 Rate $ 1,350.00 $ 250.00 95.00 Rate $ 47.00 $ 37.00 $ 62.00 Rate $ 60.00 $ 55.00 $ 325.00 $ 225.00 $ 325.00 Rate $ 70.00 $ 250.00 $ 375.00 $ 75.00 $ 190.00 $ 145.00 Rate $ 60.00 $ 70.00 $ 85.00 $ 135.00 325.00 $ 170.00 $ 75.00 $ 40.00 55.00 $ 70.00 $ 80.00 $ 45.00 $ 60.00 $ 65.00 Task Code Metal and Steel Testing 20601 Tensile Strength: Up to 100K Pounds (Each) 20603 Tensile Strength: Up 10200K Pounds (Each) 20605 Tensile Strength: Up 10300K Pounds (Each) 20607 Tensile Strength: Up 10400K Pounds (Each) 20609 Tensile Strength: 400K to 6001< Pounds (Each) 20611 Tensile Strength: Stress-Strain Percent Offset 20545 Weld: Macroetch 20547 Weld: Fracture 20615 Bend Test 20617 Flattening Test 20619 Hardness Test (ASTM E18) 20630 Bolt: Axial Tensile Test (Up to 7/8" diameter) 20631 Bolt Wedge Tensile Test (Up to 7/8" diameter) 20632 Bolt: Axial Tensile Test (Greater than 7/8" up to 1" diameter) 20633 Boit: Wedge Tensile Test (Greater than 7/8" up to 1" diameter) 20634 Bolt: Axial Tensile Test (Greater than 1" diameter) 20635 Bolt: Wedge Tensile Test (Greater than 1" diameter) 20636 Bolt: Proof Load Test (Up to 7/8') 20637 Bolt: Proof Load Test (Greater than 7/8" up to 1" diameter) 20638 Bolt: Proof Load Test (Greater than 1") 20639 Nut Proof Load Test (Up to 7/8") 20640 Nut: Proof Load Test (Greater than 7/8" up to 1" diameter) 20641 Not: Proof Load Test (Greater than 1') Task Code Chemical Testing of Metal and Steel 80170 Steel Chemical Analysis 80173 Weight of Galvanized Coating (ASTM A90) 80176 Epoxy Coating Thickness Task Calibration Services and Universal Machine Code Usage Rate 20801 Calibration/Verification Services Quotation 20803 Universal Test Machine Usage (Per Hour) $ 350.00 Ceramic Tile Testing Division Rate The Ceramic Tile Institute of America (CTIOA) and Twining worked together to advance and develop technology designed to enhance the quality of materials and workmanship in the ceramic tile industry. A separate schedule of fees for these services is available upon request. Cylic and Fatigue Testing Programs on Special Products/Parts Quotation Engineering and Technical supports/Design of Prototypes and Special Test Set-Up Quotation Fastener/Coupling Full Testing Program Per New Regulations: Tension, Tension/Bend, Shear, Double Shear, 8 Compressions Quotation $ 80.00 Fiberglass/Composite Materials Field Testing Program (ASTM D4065, 01143, 04923, 02584, 04476, 01242, 07901, D7921, and 0732) Quotation Field Testing of Structures and Structural Elements Quotation In-Place Shear Testing Quotation Materials and/or Product Evaluation Per Specifications Quotation Structural Dynamic Testing and Durability Analysis Quotation Quotation Quotation $ 70.00 $ 90.00 Quotation $ 50.00 $ 70.00 Quotation Rate 155.00 75.00 80.00 4 Aug. 18, 2020 Item #4 Page 300 of 314 DocuSign Envelope ID: C4AB74BC-1200-4210-B322-61772196D746 PSA21-1219CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 301 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI MASTER AGREEMENT FOR AS NEEDED MATERIALS TESTING SERVICES BARNETT QUALITY CONTROL SERVICES, INC., D.B.A. NOVA SERVICES, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Barnett Quality Control Services, Inc., a California corporation d.b.a. Nova Services, Inc., hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of an engineering firm that is experienced in materials testing services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as needed materials testing services. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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. 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 date written above. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the 1 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 302 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Six Hundred Thousand Dollars ($600,000) per Agreement year. If CMWD extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 303 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad and its officers, 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 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 304 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this 4 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 305 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name James E. Parker Contract Administrator Title Project Manager Public Works Address 4373 Viewridege Avenue, Suite CITY OF CARLSBAD 1635 Faraday Avenue Phone San Diego, CA 92123 858-292-7575 x 405 Carlsbad, CA 92008 Email jparker@usa-nova.com 760-602-2735 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. 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all categories. Yes [ZI No [1] 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 306 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 6 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 307 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI 23. JURISDICTIONS AND VENUE 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. /II II/ /II III III II/ 7 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 308 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI 26. 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. Executed by Contractor this 17 day of August , 2020. CONTRACTOR BARNETT QUALITY CONTROL SERVICES, INC., a California corporation d.b.a. NOVA SERVICES, INC. By: D4*4#1,4/ g444.6471 (sign here) Danny Barnett, President / CFO CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad Matt Hall, President By: (print name/title) (sign here) for Barbara Engleson, Secretary (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, 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: CELIA A. BREWER, General Counsel BY: Assistant General Counsel General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 309 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed materials testing services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12,2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. For field services, the client will be charged for the hours actually worked in 2, 4, 6 and 8 hour increments. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 310 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI Exhibit "A" (continued) NOVA FEE SCHEDULE STAFF NAME TITLE HOURLY RATE $200.00 1. James E. Parker, PE Project Manager/Principal Engineer 2. Matthew S. Bovee, PE Project Engineer $155.00 3. John F. O'Brien, PE, GE Principal Geotechnical Engineer $200.00 4. Melissa Stayner, PG, CEG Senior Engineering Geologist $175.00 5. Wail Mokhtar Project Engineer $155.00 6. Kevin Conner Laboratory Manager $ 75.00 7 Adam Greening Assistant Laboratory Manager $ 65.00 8. Armando Gonzalez Laboratory Technician $ 55.00 9. Rene Solano Jr. Laboratory Technician/Field Technician $ 45.00/100.00 10. Brian Gillespie Field Technician $100.00 11. Dustin Jasper Field Technician $100.00 12. Rick Patton Field Technician $100.00 13. Robert Rocha Ultrasonic Testing Technician $104.00 EXPENSES DESCRIPTION Coring Two Man Crew COST $265.00/day % MARKUP 0 1. 2. Pachometer (reinforcing steel) $ 50.00/day 0 3. Skidmore/Wilhelm $100.00/day 0 4. Manometer $ 50.00/day 0 5. Schmidt Hammer $ 25.00/day 0 6, Technical Drafter (CAD) $ 85.00/hour 0 7 Word Processing/Administrative $ 55.00/day 0 8. Pick-Up/Delivery within San Diego County $ 85.00/trip 0 9. Monthly Electronic Reporting $325.00/month 0 TRAVEL TIME AND MILEAGE For projects that are greater than 50 miles from NOVA's Office, $0.85/per excess mile to and from the project will be charged for inspectors and technicians. EXPENSES AND OUTSIDE SERVICES Outside services not included in this fee schedule (samples sent to outside laboratory for testing, samples sent to out- side fabricator or machine shop, equipment and subcontractors) are all charged at cost plus 10%. Per Diem (meals only) charged at $65 per day. CE 030CAN • Materials Testii cf Services Aug. 18, 2020 Item #4 Page 311 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI Exhibit "A" (continued) igkt NOVA FEE SCHEDULE Based on CA DIR Determination SD-23-63-3-2019-1D - Expiration Date 6/30/2020. LABORATORY TESTING ASTM/Caltrans Fee Test Soil and Aggregate, Primary Testing Compaction Curve, Modified, 6" D 1557 $195.00 Compaction Curve, Modified, 4" D 1557 $190.00 Compaction Curve, Standard, 6" D 698 $195.00 Compaction Curve, Standard, 4" D 698 $190.00 Compaction Check Point $ 75.00 California Impact CT-216 $220.00 Oversize Rock Correction D 4718 $ 70.00 Sieve Analysis, with Wash C 136, CT-202 $130.00 Sieve Analysis, coarse, w/o Wash C 136, CT-202 $ 55.00 Sieve Analysis, fine with Hydrometer D 422, CT-203 $210.00 #200 Sieve Wash D1140 $ 85.00 Specific Gravity and Absorption, Coarse C 127, CT-206 $ 75.00 Specific Gravity and Absorption, Fine C 128, CT-207 $ 85.00 Unit Weight and Voids in Aggregate C 29, CT-212 $ 65.00 Moisture Content D 2216 $ 35.00 Moisture Content and Dry Density D 2937 $ 35.00 Atterberg Limits: PL, LL, PI D4318, CT-204 $145.00 Atterberg Limits-NP D4318, CT-204 $145.00 Sand Equivalent, Average of Three D 2418, CT-217 $105.00 Sand Equivalent D2418 $ 85.00 Durability Index, Coarse D 3744, CT-229 $255.00 Durability Index, Fine D 3744, CT-229 $255.00 Cleanness Value CT-227 $115.00 Los Angeles Abrasion (LA Rattler) C 131 /C 535, CT-211 $360.00 Soil, Secondary Testing Expansion Index D 4829, UBC 29-2 $160.00 R-Value D 2844, CT-301 $250.00 Consolidation, per point D 2435 $ 65.00 Direct Shear, UU, CD, CU D 3080 $300.00 Sulfate and Chloride Content $ 90.00 pH and Resistivity CT-643 $140.00 Unconfined Compression D 2166 $110.00 Asphalt Concrete Hveem Stability and Unit Weight D 1560, CT-366 $190.00 Maximum Theoretical Specific Gravity (Rice) D 2041 $ 85.00 Percent Asphalt - Ignition Oven, no gradation C 6307, CT-382 $ 85.00 Percent Asphalt with Gradation (ignition oven) C 6307, CT-382 $180.00 Unit Weight Only (compacted sample or core) D 2726 / D 1188, CT-308 $ 30.00 Unit Weight Requiring Compaction D 2726, CT-304 / 308 $100.00 Asphalt Mix Design AASHTO, Caltrans, Greenbook Quote Asphalt Mix Design Review $165.00 riSL 3 :sis Testing Services Aug. 18, 2020 Item #4 Page 312 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI Exhibit "A" (continued) iI NOVA FEE SCHEDULE LABORATORY TESTING Test ASTM/Caltrans Fee Concrete and Masonry Concrete Cylinder Compression Test (4x8, 6x12) C 39, CT-521 $ 25.00 Compression Test, Mortar, Grout C 780 / C 1019 $ 35.00 Compression Test, High-Strength Grout C 109 $ 45.00 Compression Test, Core (includes sample prep) C 42 $ 65.00 Compression Test, Lightweight Concrete (insulating, fill) C 495 $ 50.00 Compression Test, Shotcrete Panel, set of four cut cores C 42 $325.00 Flexural Strength, 6X6 beam C 78 / C 293 $ 75.00 Unit Weight Fresh Concrete C 138, CT-518 $ 45.00 Unit Weight, Lightweight Concrete C 567 $ 75.00 Concrete Trial Batch Quote Concrete Mix Design Quote Concrete Mix Design Review $185.00 Moisture Vapor Emission Kits F1869 $ 30.00 Shotcrete Nozzleman Certification-mock up panel, coring, and grading, per nozzleman. $1,950.00 Composite Prism Masonry Unit—Compression ASTM C1314 $155.00 Compression Test, Block C 140 $ 60.00 Compression Test, Brick C 67 $ 45.00 Absorption, Unit Weight, and Received Moisture, Masonry Block C 140 $105.00 Linear Shrinkage, Masonry Block C 426 $130.00 Masonry Block Conformance (absorption, unit weight, compressive strength) C 90 $550.00. Masonry Brick Rupture $ 90.00 Steel and Fireproofing Bolt-Nut-Washer Conformance Testing F 606 $645.00 Bolt-Nut-Washer, Hardness Only F 606 $125.00 Reinforcing Steel, Tensile Test, < No. 11 bar A 370 $ 75.00 Reinforcing Steel, Tensile Test, 11 to 18 bar A 370 $125.00 Reinforcing Steel, Bend Test, 11 bar or smaller A 370 $ 75.00 Fireproofing — Density Test (template/displacement) E 605 $ 55.00 Fireproofing Adhesion/Cohesion E736 $ 10.00 Structural Steel $240.00 Miscellaneous Additional Sample Preparation, per hour $ 65.00 Lab Technician, per hour $ 65.00 Aug. 18, 2020 Item #4 Page 313 of 314 DocuSign Envelope ID: 3FE069FA-0C26-4EC2-B9B1-A32AAD1D9BD1 PSA21-1218CMI Add the following bold underlined language to 10.1.1 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 Aug. 18, 2020 Item #4 Page 314 of 314 Babaq Taj, Engineering Manager Aug. 18, 2020 Approve the Execution of Master Service Agreements for As-Needed Construction Management, Inspection and Materials Testing Services Recommendation •Adopt a resolution approving the execution of master service agreements with the City of Carlsbad and CMWD for as-needed construction management and inspection, and materials testing services. Background/Details •Consultant services for Construction Management, Inspection and Materials Testing augment city staff and support the timely and efficient management of public works contracts and private development projects. •Contract Renewal: 4-5 Year Background/Details •The city currently holds master service agreements with nine firms for Construction Management, Inspection and Materials Testing services •Master service agreements set to expire Sept. 29, 2020 •Following a Request for Qualification (RFQ), city staff conducted evaluations of 28 proposals. •Staff recommends the award of agreements with 12 firms Next Steps •Staff will execute the master agreements so that project-specific task orders can be executed to provide services on an as-needed basis. •Extensions to the agreements will be at the discretion of the city manager and based upon satisfactory performance, the city’s needs, and appropriation of funds. Recommendation •Adopt a resolution approving the execution of master service agreements with the City of Carlsbad and CMWD for as-needed construction management and inspection, and materials testing services. Thank you