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HomeMy WebLinkAbout2024-05-14; City Council; ; Accept Bids, Award a Contract to SEMA Construction, Inc. and Authorize an Additional Appropriation of Funds for Construction of the Carlsbad Boulevard Water and Sewer LinCA Review GH Meeting Date: May 14, 2024 To: Mayor/President and City Council/Board Members From: Scott Chadwick, City Manager/Executive Manager Staff Contacts: Dave Padilla, Utilities Assistant Director/District Engineer dave.padilla@carlsbadca.gov, 442-339-2356 Sean Diaz, Utilities Senior Engineer sean.diaz@carlsbadca.gov, 442-339-2350 Subject: Accept Bids, Award a Contract to SEMA Construction, Inc. and Authorize an Additional Appropriation of Funds for Construction of the Carlsbad Boulevard Water and Sewer Line Improvements at Terramar Project, Including Authorization to Execute a License Agreement with North County Transit District District: 2 Recommended Actions 1.Adopt a Carlsbad Municipal Water District Board of Directors resolution accepting bids, awarding a contract to SEMA Construction, Inc. for construction of the Carlsbad Boulevard Water Line Improvements at Terramar Project and appropriating funds in the amount of $1,750,100 from the Water Connection Fund to Capital Improvement Program Project No. 5048. 2.Adopt a City Council resolution accepting bids and awarding a contract to SEMA Construction, Inc. for construction of the Carlsbad Boulevard Sewer Line Improvements at Terramar Project, Capital Improvement Program Project No. 5503-20. 3.Adopt a Carlsbad Municipal Water District Board of Directors resolution authorizing the Executive Manager to execute a license agreement between the North County Transit District and the Carlsbad Municipal Water District for the Carlsbad Boulevard Water Line Improvements at Terramar Project. 4.Adopt a Carlsbad Municipal Water District Board of Directors resolution delegating authority to the Executive Manager to file North County Transit District permit applications and execute license agreements for water district Capital Improvement Program projects. 5.Adopt a City Council resolution delegating authority to the City Manager to file North County Transit District permit applications and execute license agreements for city Capital Improvement Program projects. May 14, 2024 Item #5 Page 1 of 41 Executive Summary The water and sewer mains along Carlsbad Boulevard north and south of Cannon Road and on Cannon Road to just east of the railroad tracks were installed between 1958 and 1971. These pipelines need to be replaced or rehabilitated to ensure the reliability of the water and wastewater systems, and compliance with current city and Carlsbad Municipal Water District design and construction standards. This project will abandon or remove 7,600 feet of potable water distribution mains, construct 5,000 feet of new water mains and replace and/or rehabilitate 1,500 feet of sewer mains and access holes along Carlsbad Boulevard and Cannon Road, as shown in the location map attached as Exhibit 6. Staff recommend that the CMWD Board and the City Council adopt resolutions to award a construction contract to the lowest responsive and responsible bidder, SEMA Construction, Inc., in an amount not to exceed $4,783,628, for the construction of Carlsbad Boulevard Water Line Improvements at Terramar, Capital Improvement Program Project No. 5048, and Carlsbad Boulevard Sewer Line Improvements at Terramar, Capital Improvement Program Project No. 5503-20, attached as Exhibits 1 and 2. An additional appropriation of $1,750,100 is required to fully fund Project No. 5048. The CMWD Board and the City Council must approve all formally bid contracts when the value exceeds $200,000 under Carlsbad Municipal Code Sections 3.28.080(C), 3.28.080(E) and 3.28.080(I)(6). The project requires a license agreement with the North County Transit District (NCTD) because it will install pipes under the railroad tracks. The authority to execute license agreements with indemnities rests with the CMWD Board and the City Council, though the CMWD Board and the City Council may delegate that authority to the Executive Manager or the City Manager, respectively, in accordance with Carlsbad Municipal Code Section 2.12.035(L). To minimize delay and facilitate the agreement approval process for this and future construction projects involving NCTD’s property and right-of-way, staff recommend that: •The CMWD Board adopt the resolution attached as Exhibit 3, providing the approval specifically needed for the Carlsbad Boulevard Water Line Improvements at Terramar Project; •The CMWD Board adopt the resolution attached as Exhibit 4, delegating authority to the Executive Manager to execute standard NCTD license agreements on behalf of the CMWD; and •The City Council adopt the resolution attached as Exhibit 5, delegating authority to the City Manager to execute standard NCTD license agreements on behalf of the city. May 14, 2024 Item #5 Page 2 of 41 Explanation & Analysis Overview The project consists of two Capital Improvement Program projects – Carlsbad Boulevard Water Line Improvements at Terramar, Project No. 5048, and Carlsbad Boulevard Sewer Line Improvements at Terramar, Project No. 5503-20, which is part of the Sewer Line Rehabilitation and Replacement Program, Project No. 5503. The two projects were offered for bids together with four bid schedules and will be constructed under a single contract. •On Feb. 13, 2024, the City Council and the CMWD Board approved the project’s plans and specifications and authorized staff to seek bids for construction (Resolution Nos. 2024-027 and 1728, respectively) •On March 27, 2024, staff received eight bids for construction, ranging from $4,783,628 to $7,589,775. The low bid was within 5% of the engineer’s estimate of $4,593,000. An additional appropriation of funds at the time of contract award was anticipated and noted when the project was authorized for bidding. •Staff reviewed the bid proposals and determined SEMA Construction, Inc. to be a responsible bidder and its bid of $4,783,628 to be responsive. Staff recommend that the City Council and the CMWD Board accept the bids, award a construction contract to SEMA Construction, Inc. and authorize an additional appropriation of $1,750,100 to fully fund CIP Project No. 5048. NCTD License Agreement NCTD has policies regulating and governing the use of its property and right-of-way, requiring standard agreements and permits. A portion of the project in Cannon Road involves trenchless water main construction under the NCTD-controlled railroad tracks at Cannon Road. The district’s policies require a license agreement for the water pipeline utility crossing beneath the NCTD railroad tracks. The authority to execute the license agreement rests with the CMWD Board and the City Council but it may be delegated to the Executive Manager or the City Manager, respectively, as provided in Carlsbad Municipal Code Section 2.12.035, subsection (L), which details the powers and duties of the City Manager. NCTD license agreements are not unique to this project. These agreements and permits are required for any utility infrastructure or street improvement within the NCTD right-of-way, or that cross under the railroad tracks. The swift processing of these agreements and permits reduces the potential for cost increases due to construction delays. Because of this, staff desire to streamline the approval process for these license agreements and permits for future Capital Improvement Program projects and request that the CMWD Board and the City Council delegate the authority to sign these agreements and permits to the Executive Manager or the City Manager, respectively, when the agreements are: •Necessary for utility, street improvement or other public works construction including Capital Improvement Program projects •Recommended by the City Engineer, Deputy City Engineer or District Engineer •Approved as to form by the City Attorney’s Office or the Office of the General Counsel May 14, 2024 Item #5 Page 3 of 41 Public notification Staff conducted early public outreach in conformance with Council Policy No. 84, Development Project Public Involvement Policy, to initiate communication with neighboring residents within 600 feet of the project site. Public notices were mailed in June 2023, and public notice signs were posted at the project site. Staff received no inquiries from adjacent or nearby property owners with questions or concerns regarding the project. •On Sept. 20, 2023, a Planning Commission public hearing was held in which the project’s coastal development permit was approved. No public comment was received at the hearing and the project was unanimously approved. •On Oct. 12, 2023, the California Coastal Commission, which reserves the permitting authority for the area in and north of Cannon Road, reported a coastal development permit waiver (CDP Waiver 6-23-0472-W). No public comment was received at the hearing. The work will involve replacement of water meters, reconnection of private water services, and restoration of private landscape and surface improvements and will be coordinated with the property owners. Staff will engage a consultant to provide communication and outreach services before construction to coordinate with nearby residents. The Executive Manager or designee will procure these professional services in accordance with existing master agreements and the authority provided in Carlsbad Municipal Code Section 3.28.060(D). Fiscal Analysis The total cost of $6,369,628 for Capital Improvement Program Project Nos. 5048 and 5503-20 is detailed in the tables below. An appropriation from the Water Connection Fund totaling $1,750,100 is required to fully fund the conveyance capacity component of Project No. 5048. Staff will make a related reduction of $904,100 from the previously appropriated $4,730,000 for Project No. 5048 in the Water Replacement Fund because these project costs are related to conveyance capacity and can be paid for out of the requested Water Connection Fund appropriation. The net additional funding needed, from both funds, is $846,000. Sufficient funding is available in the Water Connection Fund for the requested appropriation for Project No. 5048. Sufficient funding is also available in the Sewer Replacement Fund for Project No. 5503-20. May 14, 2024 Item #5 Page 4 of 41 Carlsbad Boulevard Water Line Improvements at Terramar Capital Improvement Program Project No. 5048 Total appropriation to date $4,730,000 Total expenditures and encumbrances to date -$444,248 Total available funding $4,285,752 Construction contract (SEMA Construction, Inc.) -$3,866,600 Construction contingency (15%) -$580,000 Construction management, inspection, material testing services (estimated) -$580,000 Community outreach during construction (estimated) -$30,000 Environmental/cultural resources monitoring (estimated) -$60,000 Staff costs (estimated) -$15,000 Total estimated construction cost -$5,131,600 Remaining balance -$845,848 Net additional appropriation needed (rounded) $846,000 Sewer System Rehabilitation and Replacement Program Capital Improvement Program Project No. 5503 Total appropriation to date $10,626,475 Total expenditures and encumbrances to date -$5,811,054 Total available funding $4,815,421 Carlsbad Boulevard Sewer Line Improvements at Terramar Capital Improvement Program Project No. 5503-20 Construction contract (SEMA Construction, Inc.) -$917,028 Construction contingency (15%) -$138,000 Construction management, inspection, material testing services (estimated) -$138,000 Community outreach during construction (estimated) -$20,000 Environmental cultural resources monitoring (estimated) -$20,000 Staff costs (estimated) -$5,000 Total estimated construction cost -$1,238,028 Remaining balance $3,577,393 May 14, 2024 Item #5 Page 5 of 41 Carlsbad Municipal Code Section 3.28.040(C)(5) authorizes the Executive Manager and the City Manager or designee to approve change orders in the amount equal to the contingency set at the time the project is awarded. For this project, the amount is a total of $718,000. Construction management and inspection services are necessary for the project. Staff plan to issue a task order for these services in an amount not to exceed $718,000 through the Executive Manager’s delegated authority under an existing master agreement for as-needed horizontal construction management and inspection services, authorized by the CMWD Board in Resolution No. 1644. The costs for these services will be billed to the appropriate water or sewer funding source in proportion to the construction contract amounts for each portion of the project. Next Steps With the City Council and the CMWD Board’s acceptance of bids and award of the construction contract to SEMA Construction, Inc., staff will issue a purchase order, schedule a pre- construction meeting with SEMA Construction, Inc. and issue a notice to proceed for construction of the project. With approval of the proposed resolutions, the Executive Manager or the City Manager will be authorized to execute NCTD license agreements for this and future Capital Improvement Program projects. Staff will engage the consultants for community outreach, construction management and inspection services, and environmental monitoring services during construction upon execution of the agreements for those services. The duration of the construction contract is an estimated 12 months, not including rainy days and delays for change orders that may extend the contract duration. Construction is expected to begin in mid-2024 and be completed in mid-2025. A notice of completion to release bonds issued for the project will be recorded once the project is completed. Environmental Evaluation In accordance with the California Environmental Quality Act procedures and CEQA Guidelines Section 1508 through 15097, a program environmental impact report (State Clearinghouse No. 2012021006) was certified by the City Council on Nov. 13, 2012, for the Sewer and Water Master Plans. The master plans were updated in 2019 and 2022. On Sept. 20, 2023, the Planning Commission adopted Resolution No. 7493, to approve a third addendum to the program environmental impact report for the Sewer and Water Master Plan. Therefore, no further environmental analysis is required. Exhibits 1.Carlsbad Municipal Water District Board of Directors resolution 2.City Council resolution 3.Carlsbad Municipal Water District Board of Directors resolution for the project NCTD license agreement 4.Carlsbad Municipal Water District Board of Directors resolution to delegate authority for NCTD license agreements 5.City Council resolution to delegate authority for NCTD license agreements 6.Location map May 14, 2024 Item #5 Page 6 of 41 RESOLUTION NO. 1732 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD MUNICIPAL WATER DISTRICT OF THE CITY OF CARLSBAD, CALIFORNIA, ACCEPTING BIDS, AWARDING A CONTRACT TO SEMA CONSTRUCTION, INC. FOR CONSTRUCTION OF THE CARLSBAD BOULEVARD WATER LINE IMPROVEMENTS AT TERRAMAR PROJECT AND APPROPRIATING ADDITIONAL FUNDS IN THE AMOUNT OF $1,750,100 FROM THE WATER CONNECTION FUND TO CAPITAL IMPROVEMENT PROGRAM PROJECT NO. 5048 WHEREAS, the Board of Directors of the Carlsbad Municipal Water District, or CMWD Board, of the City of Carlsbad, California, has determined that it is necessary, desirable and in the public interest to construct the improvements to the water pipelines for the Carlsbad Boulevard Water Line Improvements at Terra mar Project, Capital Improvement Program, or CIP, Project No. 5048; and WHEREAS, on Feb. 13, 2024, the CMWD Board adopted Resolution No. 1728, approving plans, specifications and contract documents and authorizing staff to seek bids for construction of CIP Project No. 5048 in conjunction with sewer line improvements for CIP Project No. 5503-20; and WHEREAS, on March 27, 2024, eight bids were received via electronic format for construction of the water and sewer line improvements; and WHEREAS, the lowest responsive bid for construction of the water and sewer line improvements was submitted by SEMA Construction, Inc. in an amount not to exceed $4,783,628, and the portion attributable to CIP Project No. 5048 is $3,866,600; and WHEREAS, staff determined SEMA Construction, Inc. to be a responsible bidder; and WHEREAS, Carlsbad Municipal Code, or CMC, Sections 3.28.080(() and 3.28.080(1)(6) require the CMWD Board to award all formally bid contracts when the value exceeds $200,000; and WHEREAS, CMC Section 3.28.040(C)(5) authorizes the Executive Manager or designee to approve change orders in the amount equal to the contingency set at the time of project award, which is $580,000 for CIP Project No. 5048; and WHEREAS, CIP Project No. 5048 requires an additional appropriation of $1,750,100 from the Water Connection Fund; and WHEREAS, staff will make a related reduction of $904,100 from the previously appropriated $4,730,000 for CIP Project No. 5048 in the Water Replacement Fund since these project costs are Exhibit 1 Exhibit 1 Exhibit 1 May 14, 2024 Item #5 Page 7 of 41 related to conveyance capacity and can be paid for out of the requested Water Connection Fund appropriation, which results in a net additional funding needed across both funds in the amount of $846,000 for a total appropriation of $1,750,100 from the Water Connection Fund to CIP Project No. 5048;and WHEREAS, on Sept. 20, 2023, the Planning Commission adopted Resolution No. 7494, approving a Coastal Development Permit (CDP 2022-0056) for the water and sewer line improvements, and adopted Resolution No. 7493, approving a third addendum to the final Addendum to the Program Environmental Impact Report for the Water, Recycled Water and Sewer Master Plan Updates finding consistency with the California Environmental Quality Act Guidelines Sections 15162-15164. NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of Directors of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.That the bid in the amount of $4,783,628 submitted by SEMA Construction, Inc. for construction of the Carlsbad Boulevard Water and Sewer Improvements at Terramar Project, CIP Project Nos. 5048 and 5503-20, is accepted, of which $3,866,600 is for CIP Project No. 5048, and the CMWD Board President is authorized to execute a contract with SEMA Construction, Inc. 3.That the Executive Manager or designee is authorized to approve construction change orders up to $580,000 for CIP Project No. 5048. 4.That the Executive Manager or designee is authorized to appropriate additional funds in the amount of $1,750,100 from the Water Connection Fund to CIP Project No. 5048. 5.That the award of this contract is contingent upon SEMA Construction, Inc. executing the required contract and submitting the required bonds and insurance policies, as described in the contract, within 20 calendar days of the adoption of this Resolution. The Executive Manager may grant reasonable extensions of time to execute the contract and assemble the required bonds and insurance policies. May 14, 2024 Item #5 Page 8 of 41 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Board of Directors of the Carlsbad Municipal Water District and the City Council of the City of Carlsbad on the 14th day of May, 2024, by the following vote, to wit: AYES: NAYS: ABSTAIN: ABSENT: BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, ACOSTA. NONE. NONE. NONE. KEITH BLACKBURN, President SHERRY FREISINGER, Secretary (SEAL) Exhibit 1Exhibit 1Exhibit 1Exhibit 1Exhibit 1Exhibit 1 May 14, 2024 Item #5 Page 9 of 41 RESOLUTION NO. 2024-097 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, ACCEPTING BIDS AND AWARDING A CONTRACT TO SEMA CONSTRUCTION, INC. FOR CONSTRUCTION OF THE CARLSBAD BOULEVARD SEWER LINE IMPROVEMENTS AT TERRAMAR PROJECT, CAPITAL IMPROVEMENT PROGRAM PROJECT NO. 5503-20 WHEREAS, the City Council of the City of Carlsbad, California has determined it necessary, desirable, and in the public interest to construct the improvements to the sewer pipelines for the Carlsbad Boulevard Sewer Line Improvements at Terramar Project, Capital Improvement Program, or CIP, Project No. 5503-20; and WHEREAS, on Feb. 13, 2024, the City Council adopted Resolution No. 2024-027, approving plans, specifications and contract documents, and authorizing the City Clerk to advertise to receive bids for construction of CIP Project No. 5503-20 in conjunction with water line improvements in CIP Project No.5048;and WHEREAS, on March 27, 2024, eight bids were received via electronic format for construction of the water and sewer line improvements; and WHEREAS, the lowest responsive bid for construction of the water and sewer line improvements was submitted by SEMA Construction, Inc. in an amount not to exceed $4,783,628, and the portion attributable to CIP Project No. 5503-20 is $917,028; and WHEREA, staff determined SEMA Construction, Inc. to be a responsible bidder; and WHEREAS, Carlsbad Municipal Code, or CMC, Sections 3.28.080(() and 3.28.080(1)(6) require the City Council to award all formally bid contracts when the value exceeds $200,000; therefore, the project is subject to this requirement; and WHEREAS, CMC Section 3.28.040(C)(5) authorizes the City Manager, or designee, to approve change orders in the amount equal to the contingency set at the time of project award, which is $138,000 for CIP Project No. 5503-20; and WHEREAS, on Sept. 20, 2023, the Planning Commission adopted Resolution No. 7494, approving a Coastal Development Permit (CDP 2022-0056) for the water and sewer line improvements, and adopted Resolution No. 7493, approving a third addendum to the final Addendum to the Program Environmental Impact Report for the Water, Recycled Water and Sewer Master Plan Updates finding consistency with the California Environmental Quality Act Guidelines Sections 15162-15164. Exhibit 2 May 14, 2024 Item #5 Page 10 of 41 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.That the bid in the amount of $4,783,628 submitted by SEMA Construction, Inc. for construction of the Carlsbad Boulevard Water and Sewer Line Improvements at Terramar Project, CIP Project Nos. 5048 and 5503-20, is accepted, of which $917,028 is for CIP Project No. 5503-20, and the Mayor is hereby authorized to execute a contract with SEMA Construction, Inc. 3.That the City Manager, or designee, is hereby authorized to approve construction change orders up to $138,000 for CIP Project No. 5503-20. 4.That the award of this. contract is contingent upon SEMA Construction, Inc. executing the required contract and submitting the required bonds and insurance policies, as described in the contract, within 20 calendar days of adoption of this Resolution. The City Manager may grant reasonable extensions of time to execute the contract and assemble the required bonds and insurance policies. May 14, 2024 Item #5 Page 11 of 41 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Board of Directors of the Carlsbad Municipal Water District and the City Council of the City of Carlsbad on the 14th day of May, 2024, by the following vote, to wit: AYES: NAYS: ABSTAIN: ABSENT: BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, ACOSTA. NONE. NONE. NONE. KEITH BLACKBURN, President SHERRY FREISINGER, Secretary (SEAL) Exhibit 3 May 14, 2024 Item #5 Page 12 of 41 RESOLUTION NO. 1733 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD MUNICIPAL WATER DISTRICT OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE EXECUTIVE MANAGER TO EXECUTE A LICENSE AGREEMENT BETWEEN THE NORTH COUNTY TRANSIT DISTRICT AND THE CARLSBAD MUNICIPAL WATER DISTRICT FOR THE CARLSBAD BOULEVARD WATER LINE IMPROVEMENTS AT TERRAMAR PROJECT WHEREAS, the Board of Directors of the Carlsbad Municipal Water District, or CMWD Board, of the City of Carlsbad, California, has determined that it is necessary, desirable and in the public interest to construct the improvements to the water pipelines at Carlsbad Boulevard Water Line Improvements at Terramar Project, Capital Improvement Program, or CIP, Project No. 5048, or Project; and WHEREAS, the North County Transit District, or NCTD, has policies regulating and governing the use of its property and right-of-way; and WHEREAS, the NCTD, through its Board Policy 11, amended Oct. 21, 2021, and Administrative Policy and Procedure DSD-D4000, requires a license agreement for any public agency requesting incidental use of NCTD's real property; and WHEREAS, NCTD considers incidental use of real property to include utility infrastructure such as water, recycled water, and sewer facilities and appurtenances; and WHEREAS, it is necessary to execute a NCTD license agreement to construct the improvements for the Project, and the license agreement contains indemnities through standard clauses and is attached herein. NOW, THEREFORE, BE IT RESOLVED by the CMWD Board of Directors of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.That the Executive Manager is hereby authorized to execute a license agreement between the NCTD and the CMWD for the Carlsbad Boulevard Water Line Improvements at Terramar Project, CIP Project No. 5048, attached hereto as Attachment A. Exhibit 3 May 14, 2024 Item #5 Page 13 of 41 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Board of Directors of the Carlsbad Municipal Water District and the City Council of the City of Carlsbad on the 14th day of May, 2024, by the following vote, to wit: AYES: NAYS: ABSTAIN: ABSENT: BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, LUNA. NONE. NONE. NONE. KEITH BLACKBURN, President SHERRY FREISINGER, Secretary (SEAL) May 14, 2024 Item #5 Page 14 of 41 231.37-0524-PL-CSBD 1 Recording Requested by North County Transit District When recorded, mail to: North County Transit District 810 Mission Avenue Oceanside, CA 92054 Attn: Real Estate Department SPACE ABOVE FOR RECORDER'S USE LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of the effective date of ____________________________, 2024 (“Effective Date”) by and between the North County Transit District (“NCTD”), a public agency existing under the laws of the State of California, pursuant to California Public Utilities Code sections 125000, et seq. and Carlsbad Municipal Water District (“Licensee”). RECITALS A. NCTD has policies regulating and governing the use of its property and Right-of-Way (“ROW”) (collectively, the “Property”). B. Licensee has applied for the issuance of a License for NCTD Property in accordance with such policies and NCTD has agreed to allow Licensee to use that portion of the ROW at milepost 231.37 identified in Exhibit “A” ("License Area"), subject to the terms and conditions of this Agreement. C. NCTD and Licensee are parties to NCTD Agreement No. 231.37-969-PL-CSBD dated April 24, 1969, (“Original License”), to construct and maintain one (1) ten-inch (10’) water pipeline at the Cannon Road crossing in Carlsbad (“Existing Facility”), attached as Exhibit “C”. D. Licensee desires to remove and replace the Existing Facility and document the increase in pipe size to twelve inches (12”). E. NCTD and Licensee agree this Agreement shall replace and supersede all terms and conditions of the Original License and agree to be bound by the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the parties agree as follows: 1.License to Use. In consideration of the covenants and conditions set forth in this Agreement, NCTD licenses and permits Licensee to own, operate and maintain a twelve-inch (12”) Polyvinyl Chloride (PVC) water pipeline inside a twenty-four-inch (24”) steel casing and related appurtenances (“Water Pipeline”), at milepost 231.37 in the City of Carlsbad, as depicted in Exhibit “A” (“Facility”). 2.Authority Not Exclusive. This License is non-exclusive. The Licensee shall respect the rights and property of NCTD and other authorized users of the ROW, easements, power poles, street Attachment A May 14, 2024 Item #5 Page 15 of 41 231.37-0524-PL-CSBD 2 light poles, vaults, and conduits. Except as otherwise required by applicable law, disputes between the Licensee and parties other than NCTD over the use , of the easements, power poles, street light poles, vaults, conduits and other rights-of-way pursuant to this Agreement shall be submitted to NCTD for resolution. Licensee expressly agrees the Facility shall not interfere with any use of the surface property. 3.Relocation. Licensee acknowledges that the License Area is used in connection with NCTD’s public purpose and other services to the public and agrees that such uses by NCTD are superior in all respects to all uses by Licensee. Licensee shall, at Licensee's sole expense and within thirty (30) days after receiving written notice from NCTD, protect, temporarily relocate, or remove the Facility if NCTD determines, in its sole and absolute discretion that the Facility is inconsistent or interferes with NCTD’s current or planned use of the License Area or ROW. In consideration of NCTD’s agreement to enter into this Agreement, Licensee hereby waives any and all rights it may now have, or hereafter obtain, to any “relocation assistance benefits” pursuant to the Federal Uniform Relocation Assistance Act (42 U.S.C. § 4601 et seq.), the California Relocation Assistance law (Cal. Gov. Code § 7260 et seq.) or any other statute that replaces or provides rights similar to such statutes, if NCTD requires Licensee to relocate the Facility or makes use of the ROW in such a way as to ‘displace’ Licensee from the License Area. Licensee shall in the future execute any further documentation of the release and waiver provided hereby as NCTD may reasonably require. 4.Compensation. Pursuant to Board Policy No. 11 and Administrative Policy and Procedure DSD- 4000, NCTD is entitled to recover fair market value payment as compensation for the License. The compensation includes the limited authorized non-transit use of the Property (“Incidental Use Fee”) and the annual recurring fee to cover NCTD’s administrative costs (“Annually Recurring Administrative Fee”). The Incidental Use Fee shall be two thousand two hundred eighty dollars and 00/100 ($2,280.00) and the Annually Recurring Administration Fee shall be two hundred twenty- eight dollars and 00/100 ($228.00). The total amount Licensee shall pay to NCTD is the sum of $2,508.00 per year ("License Fee") in advance, commencing on the Effective Date. The License Fee is subject to adjustment after the Effective Date pursuant to the Board Approved Cost Recovery Fee Schedule that is published annually, as may be amended from time to time, but no more than once per year on the anniversary of the Effective Date (each such date called an "Anniversary Reset Date"). 4.1 Nothing in this Section 4 shall affect the right of NCTD to require Licensee to relocate or remove the Facility as set forth in Section 3 and Section 5.2. 4.2 Late Charge. Licensee acknowledges that late payment by Licensee to NCTD of License Fee, or other sums due under this Agreement will cause NCTD to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on NCTD. Accordingly, if any installment of License Fee or any other sum due from Licensee shall not be received by NCTD or NCTD's designee within thirty (30) days after such amount shall be due, then, without any requirement for notice from NCTD, Licensee shall pay to NCTD a late charge equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs NCTD will incur by reason of late payment by Licensee. Acceptance of such late charge by NCTD shall in no event constitute a waiver of Licensee's default with respect to such overdue amount, nor prevent NCTD from exercising any of the other rights and remedies granted under this Agreement or at law. 4.3 Payment of License Fee. Payments shall be made payable to NCTD at 810 Mission Avenue, Oceanside, California 92054; provided that NCTD may by written notice to Licensee direct that the License Fee be made payable to NCTD at such address as NCTD may designate in May 14, 2024 Item #5 Page 16 of 41 231.37-0524-PL-CSBD 3 such notice, or to such other person as NCTD may designate at such address as NCTD may designate in such notice. 5.Limitations on Use. 5.1 Licensee shall comply with all applicable terms, conditions, and requirements of NCTD's policies regarding NCTD’s ROW and all other NCTD ordinances, rules and regulations. Licensee shall comply with all applicable laws, rules, and regulations of the Federal, State, County, local governments, and all administrative agencies thereof which may have jurisdiction over Licensee's use of the License Area and the use, construction, and maintenance of the Facility. 5.2 Licensee acknowledges that the Property is used in connection with NCTD’s public purpose and other services to the public and agrees that such uses by NCTD are superior in all respects to all uses by Licensee. Licensee's use of the License Area must not in any way interfere with NCTD's continuing control over the Property or NCTD's expressed continued ability to carry out its functions. NCTD shall have the right, without further liability to Licensee, to terminate this Agreement pursuant to Sections 12, 13 and 14 in order to maintain continuing control over the License Area or NCTD’s expressed continued ability to carry out its functions. 5.3 Licensee shall not cause or permit any Hazardous Material to be used, stored, transported, generated, or disposed in or about the License Area by Licensee, Licensee's agents, employees, contractors, licensees, or invitees. "Hazardous Material" means any hazardous, toxic, or infectious substance, material, or waste which is or becomes regulated by any local governmental entity, the State of California, or the United States Government under any law, regulation or ordinance regulating or controlling any Hazardous Material (the "Hazardous Materials Laws"), including, without limitation, any material, or substance which is: (i) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under California Health and Safety Code §§ 25115, 25117 or 25122.7, or listed pursuant to California Health and Safety Code § 25140; (ii) defined as a "hazardous substance" under California Health and Safety Code § 25316; (iii) defined as a "hazardous material," "hazardous substance" or "hazardous waste" under California Health and Safety Code § 25501 (iv) defined as a "regulated medical waste" under 40 C.F.R. § 259.10(a) or § 259.30, (v) petroleum or petroleum product; (vi) asbestos; (vii) designated as a "hazardous substance" pursuant to § 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (viii) defined as a "hazardous waste" pursuant to § 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (42 U.S.C. § 6903); or (ix) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601). 5.4 No use, construction, or maintenance by Licensee or on Licensee's behalf will interfere with any railroad operations on the ROW in the License Area. 5.5 Licensee shall not cross or permit the crossing over of the railroad tracks on the ROW except at public crossings approved by the California Public Utilities Commission. 5.6 Licensee shall not leave any personal property or equipment on the ROW unattended at any time. 5.7 Licensee shall not install or use any underground storage tanks in the License Area. 6.Insurance. Without limiting Licensee’s indemnification obligations to NCTD under this Agreement, Licensee shall provide and maintain during the term of this Agreement, at Licensee’s sole expense, May 14, 2024 Item #5 Page 17 of 41 231.37-0524-PL-CSBD 4 insurance in the amounts, coverage, and terms and conditions specified in Exhibit “B,” INSURANCE REQUIREMENTS. The policies must name in the endorsements and schedules as additional insureds NCTD and its directors, officers, agents, employees, and designated volunteers, the National Railroad Passenger Corporation (“AMTRAK”), the Southern California Regional Rail Authority (“SCRRA” or “Metrolink”), and the Burlington Northern Santa Fe Railway Company (“BNSF”), and any other entity performing maintenance work on the ROW, any other entity providing passenger rail operation services for NCTD on the ROW, and any other entity providing dispatch services to NCTD for the ROW, their officers, agents, and employees. ” NCTD takes no responsibility for the protection of Licensee’s property from acts of vandalism by third parties. The insurance requirements may be changed by NCTD upon giving of notice to Licensee; provided that the requirements set forth in Exhibit B shall be the minimum insurance requirements during the Term. 7.Indemnification. Licensee agrees to protect, save, defend, and hold harmless NCTD and its Board and each member of the Board, AMTRAK, SCRRA, and BNSF, and their respective officers, agents and employees from any and all liability or claim of liability, loss or expense, including defense costs and legal fees and claims for damages related to the installation, operation and maintenance of the Water Pipeline, whether directly or indirectly arising from or connected with an act or omission of Licensee, or any employee, agent, invitee, or contractor of Licensee, or other person acting by or on behalf of Licensee on or about the ROW, including, but not limited to, liability, expense, and claims for bodily injury, death, personal injury, or property damage; provided, however, that nothing herein shall relieve any party indemnified hereunder from liability to the extent that such liability arises from such party's negligence or willful misconduct. The requirements as to the types and limits of insurance coverage to be maintained by Licensee as required by Section 6, and any approval of such insurance by NCTD, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Licensee pursuant to this Agreement, including but not limited to the provisions concerning indemnification. This indemnity shall not require payment of a claim by NCTD or any of its officers, employees, consultants, contractors, and agents as a condition precedent to NCTD’s recovery hereunder. Licensee’s obligation to indemnify hereunder shall not be restricted to insurance proceeds, if any, received by NCTD and its directors, officers, employees, consultants, contractors, and agents. Nothing contained herein shall prohibit NCTD, in its sole discretion, from participating in the defense of any demand, claim, action, proceeding, or litigation. In no event shall NCTD’s participation in the defense of any demand, claim, action, proceeding, or litigation affect the obligations imposed upon Licensee herein. 8.Construction. 8.1 Any work performed or caused to be performed by Licensee on the License Area shall be performed (a) at Licensee’s sole cost and expense; (b) in accordance with any and all applicable laws, rules and regulations (including the NCTD’s ordinances, rules and regulations); and (c) in a manner that is satisfactory to NCTD and which meets or exceeds the then applicable standards of the industry for such work. 8.2 Prior to the commencement of any work, Licensee shall submit to NCTD for review and approval construction drawings, specifications, work plans and any other relevant information NCTD deems necessary, including but not limited to documents as required pursuant to Section 8, to enable NCTD to determine the scope and nature of the proposed work and the potential effect of such work on the ROW and train operations. NCTD may approve or disapprove any work or provision in such documents in NCTD's sole and absolute discretion, and NCTD may require such changes or impose such conditions as NCTD, in its sole and absolute discretion, deems necessary or appropriate. May 14, 2024 Item #5 Page 18 of 41 231.37-0524-PL-CSBD 5 8.3 Licensee shall provide NCTD, and all holders of underground utility facilities located within the License Area with at least seven (7) calendar days written notice prior to commencement of any work on the License Area. In the event of an emergency, Licensee shall notify NCTD personally or by telephone prior to commencing any work. Upon completion of any work, Licensee shall restore the License Area to its condition immediately preceding the commencement of the work. 8.4 As applicable for any construction, the following shall apply to any entry or work within the ROW: 8.4.1 Every individual who will be entering upon the License Area or ROW under this Agreement, before entering, shall first attend a class conducted by NCTD or NCTD's designee on Railroad Worker Protection Safety rules and regulations. Licensee shall pay all costs associated with such class. 8.4.2 The need for flag protection for Licensee’s operations on or adjacent to the ROW shall be determined in the sole discretion of NCTD or NCTD’s designee. In the event that NCTD or NCTD’s designee determines that flag protection is necessary, Licensee shall not enter upon or use the License Area until flag protection has been provided. Licensee shall submit for flag protection services in accordance with NCTD policies and procedures. Licensee shall pay all costs of flag protection. NCTD or NCTD’s designee shall use reasonable efforts to provide flag protection on the dates and times of Licensee's requested entries, provided that any work by NCTD, BNSF, or AMTRAK that requires flag protection shall take priority. NCTD shall not be liable for any costs, expenses, or claims if flag protection is not provided on Licensee's requested dates or times of entry. 8.4.3 Licensee shall, upon NCTD's request and at Licensee's expense, install barrier fencing, K-rail, and/or landscaping in the License Area to shield the railroad track area from public access and/or the improvements thereon from public view. NCTD shall have the right to review and approve fencing and/or landscaping plans prior to installation. 8.4.4 NCTD's review and inspection of the construction drawings, specifications, work plans, and other construction documents, including but not limited to documents as required pursuant to this Section 8 is for the purpose of examining the general arrangement, design, details of the work for potential impact on the ROW, and ROW safety and railroad operations. NCTD and NCTD's employees, consultants, and agents assume no responsibility for and make no representations or warranties, express or implied, as to the design, condition, workmanship, or adequacy of the drawings, specifications, Permit Registration Documents (as defined below) or ESCP (as defined below), or Licensee’s compliance with the same, construction documents, or work. No review, comments, requirements, or inspection shall relieve Licensee or Licensee's engineers, contractors, subcontractors, or consultants from the entire responsibility for the errors or omissions in the drawings, specifications, Permit Registration Documents (as defined below), ESCP (as defined below), or construction documents, or for the quality or adequacy of the work. 8.5 Storm Water Pollution Prevention: Compliance with Construction General Permit for the Agreement: 8.5.1 If coverage under the Construction General Permit and/or NCTD MS4 Program requirements (as defined in this Section 8) pursuant to applicable NCTD, local, state, and federal ordinances, laws, rules and regulations is required, Licensee shall prepare, May 14, 2024 Item #5 Page 19 of 41 231.37-0524-PL-CSBD 6 implement and monitor a Storm Water Pollution Prevention Plan (“SWPPP”) that is consistent with the current NCTD SWPPP template and is in compliance with the current Construction General Permit for the purpose of preventing, among other things, the discharge of pollutants into receiving waters. This includes elimination of non-storm water pollution discharges such as improper dumping, spills or leakage from storage tanks or transfer areas. If coverage under the Construction General Permit is required, Licensee shall not perform or cause to be performed any construction or demolition activities on the License Area until Licensee obtains a Waste Dischargers Identification number, as that term is defined in the Construction General Permit. For purposes of this Section 8, “Construction General Permit” shall mean the State Water Resources Control Board (“SWRCB”) National Pollutant Discharge Elimination System (“NPDES”) General Permit for Waste Discharge Requirements for Discharges of Storm Water Runoff Associated with Construction and Land Disturbance Activities, as it may be amended or superseded(currently Order No. 2012-0006-DWQ); and MS4 Program shall mean the Regional Water Quality Control Board issued Phase II Small Municipal Separate Storm Sewer System (“MS4”) Program (currently Order No. 2013-0001-DWQ) as it may be amended or superseded. 8.5.2 The Licensee shall prepare, implement and monitor an Erosion and Sediment Control Plan (“ESCP”) consistent with the current NCTD ESCP template for the purpose of preventing the discharge of pollutants into receiving waters for all construction or demolition activities performed or caused to be performed by Licensee on the License Area for activities not requiring coverage under the Construction General Permit, the industrial general permit or an individual NPDES permit, including activities that result in a total land disturbance of less than one acre that are not part of a larger common plan of development or sale. This includes elimination of non-storm water pollution discharges such as improper dumping, spills or leakage from storage tanks or transfer areas. 8.5.3 Without limiting the provisions set forth in Sections 5.1, 8.1, 8.5.1 and 8.5.2, the Licensee shall comply with the NCTD Storm Water Management Program and all NCTD, local, state and federal ordinances, laws, rules and regulations governing storm water discharges, including but not limited to those associated with construction and demolition activities such as clearing, excavating, grading, demolition and other land disturbances. 8.5.4 The Licensee shall pay and be responsible for all fees, as applicable and as required by SWRCB, during the term of this Agreement. 8.5.5 The Licensee shall submit all SWRCB required documentation, as applicable and including but not limited to Permit Registration Documents, as that term is defined in the Construction General Permit, to the SWRCB through the SWRCB SMARTS online system and shall provide a copy of such documentation and proof of submittal to NCTD. 8.5.6 As required by NCTD’s Phase II MS4 Permit (Order No. 2013-0001-DWQ) (“MS4 Permit”), NCTD may conduct periodic water sampling associated with any drainage facility installed by Licensee within the License Area. Licensee shall be required to reimburse NCTD for costs associated with collection, sampling and reporting. NCTD may require Licensee to perform corrective actions, at Licensee's sole cost and expense, in order to meet the requirements of the MS4 Permit. 9.Reimbursement of NCTD. Licensee shall reimburse NCTD within thirty (30) days of invoice for all cost and expense incurred by NCTD in connection with NCTD's review and processing of this May 14, 2024 Item #5 Page 20 of 41 231.37-0524-PL-CSBD 7 Agreement and any work performed by or for Licensee on the License Area. These costs include, but are not limited to, NCTD staff time and consultants’ fees for the expenses of reviewing construction documents, ESCPs, Permit Registration Documents, ROW support services, inspections, monitoring, security, the installation, and removal of false work beneath tracks, equipment rentals, and restoration of the ROW to the same condition as when Licensee entered thereon. Upon execution of this Agreement, Licensee shall deposit with the NCTD the amount determined by NCTD to be the probable amount of reimbursable expenses. NCTD may deduct the costs and expenses from the deposit as such costs and expenses are incurred. Costs of services provided by NCTD employees will be charged at the employees' fully burdened hourly rates (monthly salary and benefits). Services provided by NCTD consultants, equipment rentals, and other third-party costs will be charged at cost. Upon demand by NCTD, Licensee shall make any additional deposits that NCTD determines are necessary to reimburse NCTD for the costs and expenses incurred by NCTD. In the event that the costs and expenses incurred by NCTD exceed the amounts deposited, Licensee shall reimburse NCTD for all such costs and expenses within thirty (30) days of invoice. 10.Maintenance and Repair. Licensee shall, at Licensee's sole expense, maintain the Facility and License Area in a condition satisfactory to NCTD and in accordance with applicable governmental codes. Licensee shall be responsible for any citations issued by any agency having jurisdiction as a result of Licensee’s failure to comply with any applicable law, regulation, ordinance, rule, or order. 11.Taxes and Assessments. Licensee shall pay before delinquency any and all real and personal property taxes, general and special assessments, license fees, and other charges of any description including, without limitation, any possessory interest tax, that are levied and assessed from the commencement of this Agreement until the expiration or termination of this Agreement against the Property, Licensee's possessory interest in the Property, Licensee's Leasehold Estate, any subleasehold estate, improvements located on the Property, or personal property installed or located in or on the Property or improvements (collectively, "Taxes and Assessments"), to the full extent of the installments of the Taxes and Assessments falling due during the term of this Agreement. All payments of Taxes and Assessments shall be made directly to the taxing or charging authority. Licensee shall provide receipts or other proof of payment of the Taxes and Assessments to NCTD prior to the date that the Taxes and Assessments become delinquent. 11.1 Licensee's Right to Contest Taxes and Assessments. Licensee at its sole cost shall have the right, at any time, to seek a reduction in the assessed valuation of the Property or to contest any Taxes and Assessments that are to be paid by Licensee. If Licensee seeks a reduction of or contests the Taxes and Assessments, the failure on Licensee's part to pay the Taxes and Assessments shall not constitute a default as long as Licensee, before the delinquency date, furnishes to NCTD a surety bond issued by an insurance company qualified to do business in California in an amount equal to one hundred twenty-five percent (125%) of the total amount of Taxes and Assessments in dispute. The bond shall hold NCTD and the Property harmless from any damage arising out of the proceeding or contest and shall insure the payment of any judgment that may be rendered. NCTD shall not be required to join in any proceeding or contest brought by Licensee unless the provisions of any law require that the proceeding or contest be brought by or in the name of NCTD. In that case NCTD shall join in the proceeding or contest or permit it to be brought in NCTD's name as long as NCTD is not required to bear any cost. Licensee, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered, together with all costs, charges, interest, and penalties incidental to the decision or judgment. 11.2 Transfer Taxes. If a transfer tax is payable to any governmental agency or agencies as a result of this Agreement, Licensee shall promptly pay such transfer tax directly to the taxing authority or authorities when it is due. May 14, 2024 Item #5 Page 21 of 41 231.37-0524-PL-CSBD 8 11.3 Possessory Interest Tax Notice. Licensee acknowledges that NCTD has given notice to Licensee that the property interest created by this Agreement may be subject to property taxation pursuant to Revenue and Taxation Code § 107.6 or other statutes, and that Licensee may be subject to the payment of property taxes levied on the possessory interest created by this Agreement. 11.4 Indemnification. NCTD shall not be liable for, and Licensee shall indemnify, defend and hold NCTD and its Board of Directors, officers, employees, consultants, contractors, and agents and the Property and any improvements now or hereafter located on the Property free and harmless from any claims, demands, liabilities, judgments, fines, losses, damages, expenses, charges or costs of any kind or character, including attorneys' fees and court costs, resulting from any Taxes and Assessments required by this Article to be paid by Licensee, and from all interest, penalties, and other sums imposed thereon, and from any sale or other proceeding to enforce collection of any Taxes and Assessments. 11.5 Payment by NCTD. Should Licensee fail to pay within the time specified in this Article any Taxes and Assessments required by this Article to be paid by Licensee, NCTD may, without notice to or demand on Licensee, pay, discharge, or adjust said Taxes and Assessments for the benefit of Licensee. In such event, Licensee shall reimburse NCTD pursuant to Section 9. 12.Default. In the event that Licensee fails to perform any obligation under this Agreement, Licensee shall pay all costs and expenses incurred by NCTD in obtaining performance of such obligations. If Licensee uses the ROW or Property for any purpose not expressly authorized by this Agreement or fails to act strictly in accordance with the terms and conditions of this Agreement, and if such default is not corrected within thirty (30) days' notice from NCTD to Licensee, NCTD may terminate this Agreement and prevent Licensee from using or remaining upon the ROW. If NCTD determines that any default by Licensee does or has the potential to cause a danger to the ROW or railroad operations, NCTD may immediately and without prior notice to Licensee terminate this Agreement and prevent Licensee from using or remaining upon the ROW or Property, with or without process of law. 13.Termination for Convenience. Notwithstanding any other section or provision of this Agreement, NCTD may terminate this Agreement for convenience by providing sixty (60) days written notice. 14.Termination. Upon termination of this Agreement, Licensee shall, at Licensee's sole expense, remove the Facility and all other Licensee improvements in or upon the ROW or Property and restore the ROW or Property to a manner satisfactory to NCTD. Should Licensee fail or refuse to comply with the terms of this Section 14, NCTD may, at its option, perform such work, and Licensee shall promptly reimburse NCTD for all costs and damages so incurred. 15.Service of Notice. Except as otherwise provided in this Agreement, any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery or by certified or registered mail, and shall be deemed sufficiently given if delivered or addressed to: NCTD: North County Transit District LICENSEE: Carlsbad Municipal Water District 810 Mission Avenue 5950 El Camino Real Oceanside, CA 92054 Carlsbad, CA 92008 Attention: Real Estate Department Attention: Executive Manager Mailed notices shall be deemed given upon actual receipt at the address required, or forty-eight (48) hours following deposit in the mail, postage prepaid, whichever first occurs. Either party may by notice to the other specify a different address for notice purposes. May 14, 2024 Item #5 Page 22 of 41 231.37-0524-PL-CSBD 9 In the event the tracks become damaged, blocked, or fouled in any way, Licensee shall immediately notify NCTD Rail Operations Center at (760) 966-6700. 16.Acceptance of License Area. Licensee accepts the License Area in its present physical "AS-IS" condition and agrees to make no demands upon NCTD for any improvements or alterations. By signing this Agreement, Licensee represents and warrants that Licensee has independently inspected the License Area and the area immediately surrounding and made all investigations, tests, and observations necessary to satisfy Licensee as to the condition of the License Area, zoning and land use laws, regulations, and ordinances affecting the License Area, and all of the conditions, restrictions, encumbrances, and other matters of record relating to the License Area. Licensee agrees that Licensee is relying solely on Licensee's independent inspection and that NCTD has made no warranty or representation with regard to the License Area. NCTD shall not be responsible for any latent defect or change in condition in the License Area and Licensee's obligations under this Agreement shall not be diminished on account of any defect in the License Area, any change of condition, or any damages occurring on the License Area. In case of Licensee’s eviction by anyone owning or claiming title to or any interest in the License Area, NCTD shall not be liable to Licensee for any damage of any nature whatsoever or to refund any monies paid hereunder. Licensee hereby releases NCTD from all future claims, actions, or demands that Licensee may have or may hereinafter have, known and unknown, in any way relating to the quality, fitness, or condition of the License Area, and Licensee specifically waives all rights under California Civil Code section 1542, which provides as follows: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." Licensee Initial: _________ 17.General Provisions. 17.1 Waiver. No delay or omission in the exercise of any right or remedy of NCTD on any default by Licensee shall impair such a right or remedy or be construed as a waiver. The receipt and acceptance by NCTD of any delinquent License Fee shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular License Fee payment involved. NCTD's consent to or approval of any act by Licensee requiring NCTD's consent or approval shall not be deemed to waive or render unnecessary NCTD's consent to or approval of any subsequent act by Licensee. Any waiver by NCTD of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 17.2 Time of Essence. Time is of the essence for each and every provision of this Agreement. 17.3 Successors. This Agreement shall be binding on and inure to the benefit of the parties and their successors and assigns, except as may otherwise be provided in this Agreement. 17.4 Modification. This Agreement cannot be amended or modified except by a written agreement signed by both parties. 17.5 Singular and Plural. When required by the context of this Agreement, the singular shall include the plural. May 14, 2024 Item #5 Page 23 of 41 231.37-0524-PL-CSBD 10 17.6 Joint and Several Obligations. If NCTD or Licensee is more than one person or entity, the obligations imposed on that party shall be joint and several. 17.7 Severability. The unenforceability, invalidity, or illegality of any provision shall not render the other provisions unenforceable, invalid, or illegal. 17.8 Captions. The captions and headings appearing in this Agreement are inserted for convenience only and in no way define, limit, construe, or describe the scope or intent of the provisions of this Agreement. 17.9 Agreement Administration. This Agreement shall be administered on behalf of NCTD or a designee (collectively, the “NCTD License Agreement Administrator”), and on behalf of Licensee by Scott Chadwick or by another person designated in writing by Licensee (collectively, the “Licensee’s License Agreement Administrator”). 17.10 NCTD Approval. Except where stated in this Agreement to the contrary, the phrases “NCTD approval”, and “NCTD written approval” or similar phrases shall mean approval by NCTD’s License Agreement Administrator. 17.11 Licensee’s Agreement Administration. Licensee confirms that Licensee’s License Agreement Administrator has been given full operational responsibility for compliance with the terms of this Agreement. 17.12 Business Days. The term “business days” as used in this Agreement means any calendar day other than a Saturday, Sunday, or official NCTD holiday. 17.13 Cumulative Remedies. If a default under this Agreement occurs, each party’s remedies shall be limited to those remedies set forth in this Agreement. The remedies under this Agreement are cumulative and not exclusive of any other remedies under this Agreement to which the non-defaulting party may be entitled. 17.14 Entire Agreement. This Agreement, together with all attached addenda, exhibits and riders attached to this Agreement, constitutes the entire agreement between NCTD and Licensee with respect to the subject matter of this Agreement, and all prior or contemporaneous agreements, understandings, and representations, oral or written, are superseded. 17.15 Governing Law and Venue. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a State or Federal court situated in the County of San Diego, State of California. 17.16 Vibration and Noise from Train Operation; Barricades. Licensee recognizes and acknowledges that railroad tracks are located on or adjacent to the License Area and that the operation of trains over the tracks does and will produce vibrations which may affect the Facility and Licensee's use of the License Area. With knowledge and understanding of these facts, Licensee by execution of this Agreement, agrees that no legal action or complaint of any kind whatsoever shall be instituted against NCTD by Licensee or on Licensee’s behalf as result of vibrations or as a result of the use of the railroad tracks in general. 17.17 Public Document. Licensee acknowledges that this Agreement and all documents relating hereto are “public records” (as defined in Section 6252(e) of the California Government Code), except for any documents relating to Licensee’s financial condition or otherwise exempt from such status pursuant to law, and that public records, with limited exemptions, May 14, 2024 Item #5 Page 24 of 41 are subject to public disclosure pursuant to the provisions of California Government Code, commencing with Section 6250. 17.18 Interpretation. The language of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party. 17.19 Authority. If Licensee is a corporation, trust, or general or limited partnership, Licensee, and each individual executing this Agreement on behalf of such entity represent and warrant that such individual is duly authorized to execute and deliver this Agreement on behalf of said entity. If Licensee is a corporation, trust or partnership, Licensee shall, deliver to NCTD evidence of such authority satisfactory to NCTD upon execution of this Agreement. 17.20 Counterparts. This instrument may be executed in any number of counterpart copies, each of which counterpart copy shall be deemed an original for all purposes. IN WITNESS WHEREOF, the parties have signed bel , e ctive as of the Effective Date, by their duly authorized representatives. NCTD: North County Transit District I Water District By: ___________ _ Name: Tracey Foster Name: Scott Chadwick Title: Chief Development Officer Title: Executive Manager A CALIFORNIA* ALL PURPOSE NOTARY ACKNOWLEDGEMENT MUST BE ATTACHED FOR ALL S/GANTURES ABOVE Approved as to Form and Legality Lori A. Winfree General Counsel 231.37-0524-PL-CSBD (* or applicable State of Signato,y) Approved as to Form and Legality � �-�� Cindie K. McMahon General Counsel 11 May 14, 2024 Item #5 Page 25 of 41 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this cerlificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California Coun� Jf}cq�O On ·7,,J- "tl , 8, o, al a] L/, before me� C'.b.fl � Public, personally app ared .,:Sv?,fr:C'Jr:--,a,Q..J, c,J:: who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct. (SEAL) TAMARA R. CLOUD-MCMINN [ COMM. #2407464 z Notary Public -California :u San Diego County � Comm. Ex ires June 8, 2026 231.37-0524-PL-CSBD WITNESS my hand and official seal. SIGNATU' � Cibfld� ...._,,_ 12 May 14, 2024 Item #5 Page 26 of 41 231.37-0524-PL-CSBD 13 State of California County On , before me, , Notary Public, personally appeared ____________________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SIGNATURE (SEAL) A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. May 14, 2024 Item #5 Page 27 of 41 231.37-0524-PL-CSBD 14 EXHIBIT A LICENSE AREA - Milepost 231.37, within Cannon Road crossing On file with NCTD May 14, 2024 Item #5 Page 28 of 41 s s s s s s s s s s s V V V V V V V V V V V V V V V V V V s s s s s s ◊ ◊ ◊◊ ◊ ◊ ◊ ◊ X X X X X X X XX X X X X X X X X X X X X X X X X X X X X XX 45 4 5 4 5 4 5 4 5 50 45 45 45 45 45 5 0 45454 5 45 4 5 4 5 45 V V V V VARIES ROW 102' ROW HI G H D E F L E C T I O N C O U P L I N G ST A = 6 0 + 5 3 . 4 4 N= 1 9 9 3 9 2 0 . 3 8 E= 6 2 3 0 3 5 0 . 0 8 Δ= 6 . 0 7 ° L 6 22 . 5 ° B E N D ST A = 6 1 + 6 1 . 3 6 N= 1 9 9 3 9 6 5 . 7 4 E= 6 2 3 0 4 4 8 . 0 1 6 8 22 . 5 ° B E N D ST A = 6 1 + 8 6 . 6 5 N= 1 9 9 3 9 8 4 . 3 5 E= 6 2 3 0 4 6 5 . 1 4 6 8 45 ° B E N D ST A = 6 3 + 8 0 . 0 0 N= 1 9 9 4 0 4 1 . 9 1 E= 6 2 3 0 6 4 6 . 6 0 6 8 45 ° B E N D ST A = 6 3 + 8 4 . 1 1 N= 1 9 9 4 0 4 5 . 7 0 E= 6 2 3 0 6 4 8 . 1 4 6 8 12 " x 8 " T E E ST A = 6 3 + 5 3 . 4 4 N= 1 9 9 4 0 3 1 . 4 8 E= 6 2 3 0 6 2 2 . 1 7 8 TI E I N T O E X I S T I N G 1 2 " P V C W A T E R ST A = 6 5 + 1 5 . 7 6 N= 1 9 9 4 0 9 7 . 7 5 E= 6 2 3 0 7 6 9 . 0 6 6 45 ° B E N D ST A = 6 3 + 1 1 . 3 0 N= 1 9 9 4 0 1 5 . 1 3 E= 6 2 3 0 5 8 3 . 3 1 8 6 8 6 W W 18 18 W W L 1 7 L2 1 L1 8 L1 9 L2 0 L2 2 MA R ST A = 6 5 + 1 1 . 0 0 N= 1 9 9 4 0 9 5 . 9 1 E= 6 2 3 0 7 6 4 . 6 7 27 BL O W O F F ST A = 6 3 + 4 6 . 4 1 N= 1 9 9 4 0 2 8 . 8 2 E= 6 2 3 0 6 1 5 . 6 6 25 W W W CA P E X I S T I N G 1 2 " P V C WA T E R A N D A B A N D O N IN P L A C E . F I L L W I T H S L U R R Y PE R S P E C I F I C A T I O N S CA P E X I S T I N G 1 2 " A C WA T E R A N D A B A N D O N IN P L A C E . F I L L W I T H S L U R R Y PE R S P E C I F I C A T I O N S AR V ST A = 6 3 + 3 7 . 2 2 N= 1 9 9 4 0 2 5 . 2 3 E= 6 2 3 0 6 0 7 . 2 0 10 C- 2 0 28 45 ° B E N D ST A = 6 2 + 9 9 . 7 2 N= 1 9 9 4 0 1 9 . 5 2 E= 6 2 3 0 5 7 2 . 6 0 BL O W O F F ST A = 6 1 + 8 9 . 4 9 N= 1 9 9 3 9 8 5 . 2 3 E= 6 2 3 0 4 6 7 . 8 4 29 HI G H D E F L E C T I O N C O U P L I N G ST A = 6 3 + 4 0 . 3 8 N= 1 9 9 4 0 2 6 . 4 6 E= 6 2 3 0 6 1 0 . 1 1 6 BL O W O F F ST A = 6 3 + 5 7 . 5 0 N= 1 9 9 4 0 3 3 . 1 3 E= 6 2 3 0 6 2 5 . 8 8 28 61 + 0 0 62 + 0 0 63 + 0 0 64 + 0 0 65 + 0 0 PH 1 6 A PH 1 7 PH 1 8 PH 1 9 PH 2 0 PH 2 1 2428323640444852 2428323640444852 60 + 2 0 61 + 0 0 62 + 0 0 63 + 0 0 64 + 0 0 65 + 0 0 65 + 4 0 STA=63+53.44 12" TEE CL ELEV =40.40' STA=61+61.36 12" 22.5° BEND (HORIZ) CL ELEV =36.95' STA=63+80.00 12" 45° BEND (HORIZ) CL ELEV =40.52' STA=65+21.24 EXIST 12" CROSS CL ELEV =41.22' EXIST SD INV=27.9± EXIST SDG&E ENCASEMENT BOTT=42.0± EXIST 2" W INV=39.6± EXIST 2" G INV=UNK EXIST8" W INV=UNK EXIST 18" SD INV=35.2± EXIST COMINV=UNK EXIST12" RW INV=33.8± EXIST36" FM INV=23.8± EXIST EINV=UNK CO N S T R U C T 2 1 9 L F 12 " P V C C 9 0 0 STA=63+51.15 12" GV CL ELEV = 40.40' STA=63+55.73 12" GV CL ELEV = 40.40' EX I S T G R A D E A T P I P E C L 3.5' MIN (TYP) 10 0 ' N C T D RO W PR O T E C T E X I S T I N G 12 " P V C P I P E CO N S T R U C T 3 4 L F 12 " P V C C 9 0 0 CO N S T R U C T 1 0 3 ' L F 2 4 " S T E E L C A S I N G VI A P I P E R A M M E T H O D EXIST 42" S INV=35.4± S = 0 . 0 0 2 6 S = 0 . 0 0 5 2 EXIST8" S INV=38.6± STA=65+23.74 EXIST 12" GV CL ELEV = 41.22' EXIST 2" W INV=UNK UNK W INV UNK ST A 6 5 + 1 1 . 0 0 MA R STA 63+37.22 ARV RA I L R O A D M A S T AN D F N D (F O R E G R O U N D ) RA I L R O A D M A S T AN D F N D (B A C K G R O U N D ) NCTD REQ'D 5.5' CLR (MIN) EX I S T 5 4 " S D C W A ( W A T E R ) P I P E L I N E N O T SH O W N A T I N V = 1 4 . 7 8 EXIST 1.5" FO INV=UNK S = 0 . 0 7 2 6 STA 63+46.41 CL ELEV = 40.63 BO S = 0 . 0 0 5 0 1' CLR (MIN) 1' CLR (MIN) STA=65+18.99 EXIST 12" GV CL ELEV = 41.22' STA 63+57.50 CL ELEV = 40.96 BO EXIST LOOP DETECTOR INV=UNK EXISTNCTD CONDUITINV=UNK EXIST EINV=UNK EXISTEINV=40.7± EXIST EINV=UNK EXIST 12" HP G INV=41.3± S = 0 . 0 0 1 9 S = 0 . 0 5 9 0 S = 0 . 0 0 5 8 S = 0 . 3 3 4 3 S = 0 . 0 0 0 1 STA=60+53.44 HIGH DEFLECTION CPLG CL ELEV =36.80'Δ=0.05° STA=61+86.65 12" 22.5° BEND (HORIZ)CL ELEV =35.51' STA=62+99.72 12" 45° BEND (HORIZ) CL ELEV =36.17' STA=63+11.30 12" 45° BEND (HORIZ) CL ELEV =39.70' STA=63+84.11 12" 45° BEND (HORIZ) CL ELEV =40.54' Δ=0.06° RE C E I V I N G P I T JA C K I N G P I T 1' CLR (MIN) STA=63+40.38 HIGH DEFLECTION CPLG CL ELEV =39.70' Δ=3.62° CO N S T R U C T 2 5 L F 12 " P V C C 9 0 0 CO N S T R U C T 1 1 3 L F 12 " F P V C 1' CLR (MIN) 1' CLR (MIN) PI P E D A T A T A B L E SE G M E N T L1 6 L1 7 L1 8 LE N G T H 30 2 . 6 5 ' 25 . 2 9 ' 11 3 . 0 7 ' BE A R I N G N7 1 ° 1 1 ' 3 1 " E N4 2 ° 3 8 ' 3 6 " E N7 1 ° 5 2 ' 2 3 " E PI P E D A T A T A B L E SE G M E N T L1 9 L2 0 L2 1 L2 2 LE N G T H 11 . 6 2 ' 68 . 6 8 ' 4. 0 8 ' 14 8 . 0 3 ' BE A R I N G S6 7 ° 5 5 ' 2 5 " E N6 7 ° 0 4 ' 2 9 " E N2 1 ° 4 3 ' 5 9 " E N6 6 ° 4 5 ' 0 1 " E PO T H O L E T A B L E NA M E PH 1 6 A PH 1 7 PH 1 8 PH 1 9 PH 2 0 PH 2 1 DE S C R I P T I O N TO P A S P H 8 I N S E W F M B - 1 0 . 0 0 D R Y H O L E MA G N A I L S D G E D B T - 4 . 6 4 TO P A S P H 3 0 I N R C P S D B - 1 2 . 0 0 D R Y H O L E MA G N A I L T - 0 . 5 0 S D G E D B TO P A S P H 1 2 I N H P G A S B - 7 . 9 4 D R Y H O L E MA G N A I L C O M M L I N E T - 2 . 8 6 B - 4 . 4 8 EL E V A T I O N 44 . 5 2 44 . 7 0 44 . 9 8 45 . 0 3 44 . 8 3 44 . 9 1 NO R T H I N G 19 9 3 9 9 1 . 6 1 19 9 3 9 8 7 . 1 0 19 9 4 0 1 2 . 2 2 19 9 4 0 1 3 . 4 2 19 9 4 0 1 7 . 7 5 19 9 4 0 4 5 . 1 4 EA S T I N G 62 3 0 4 6 0 . 2 1 62 3 0 4 8 0 . 5 6 62 3 0 5 9 1 . 7 7 62 3 0 5 8 6 . 9 4 62 3 0 5 9 4 . 5 3 62 3 0 5 9 4 . 3 1 KE Y M A P M A N Z A N O D R AVENI DA ENCINA S C A N N O N R D CARL SBAD B L V D KE Y M A P NO R T H CA N N O N R D MATCH LINE STA 60+20 SEE DW G C - 0 9 TH I S S H E E T 8' 4' 0 2 ' SC A L E : 1 " = 4 ' 40 ' 20 ' 0 1 0 ' SC A L E : 1 " = 2 0 ' Kn o w w h a t ' s be l o w . Ca l l be f o r e y o u d i g . KE Y N O T E S : 1. C O N S T R U C T N E W 1 2 - I N C H D R 1 8 C 9 0 0 P V C W A T E R L I N E W I T H LO C A T I N G W I R E A N D W A R N I N G T A P E . T R E N C H A N D P I P E ZO N E P E R C M W D S T D . D W G . N O . W - 2 . R E P A I R A C P A V E M E N T PE R C I T Y O F C A R L S B A D S T D D R A W I N G G S - 2 6 ( M O D I F I E D ) . SE E D E T A I L 1 3 S H E E T 2 4 . #6. I N S T A L L N E W F I T T I N G . S I Z E A N D T Y P E P E R P L A N . 8. I N S T A L L T H R U S T B L O C K P E R C M W D S T D . D W G . N O . W - 1 9 , SE E D E T A I L 1 2 / C - 2 1 F O R T H R U S T B L O C K B E A R I N G A R E A S . 16 . A L L E X I S T I N G U T I L I T Y P I P E S I Z E S T O B E A B A N D O N E D S H A L L BE E N T I R E L Y F I L L E D B Y P R E S S U R E G R O U T I N G P E R SP E C I F I C A T I O N 1 5 0 0 0 . 18 . C O N N E C T T O E X I S T I N G 1 2 - I N C H P V C W I T H R E S T R A I N E D TR A N S I T I O N C O U P L I N G . 22 . R E M O V E E X I S T I N G 1 2 - I N C H A C P W A T E R L I N E P E R SP E C I F I C A T I O N S S E C T I O N S 0 2 0 6 0 A N D 0 2 2 6 2 . 23 . CO N S T R U C T 1 2 - I N C H F P V C P I P E W I T H I N 2 4 - I N C H S T E E L CA S I N G V I A P I P E R A M M E T H O D P E R S P E C I F I C A T I O N SE C T I O N S 1 5 0 6 5 A N D 0 2 4 4 5 A N D D E T A I L 1 4 S H E E T 1 9 . PR O V I D E S E T T L E M E N T M O N I T O R I N G P E R D E T A I L 1 6 S H E E T 24 A N D S P E C I F I C A T I O N S E C T I O N 0 2 4 7 1 . 2. CO N S T R U C T N E W 8 - I N C H D R 1 8 C 9 0 0 P V C W A T E R L I N E W I T H LO C A T I N G W I R E A N D W A R N I N G T A P E . T R E N C H A N D P I P E ZO N E P E R C M W D S T D . D W G . N O . W - 2 . R E P A I R A C P A V E M E N T PE R C I T Y O F C A R L S B A D S T D D R A W I N G G S - 2 6 ( M O D I F I E D ) . SE E D E T A I L 1 3 S H E E T 2 4 . 27 . I N S T A L L N E W M A N U A L A I R R E L E A S E V A L V E P E R C M W D S T D . DW G . N O . W - 1 0 . 25 . C O N S T R U C T A I R V A C U U M A S S E M B L Y P E R C M W D D W G W - 1 1 . 34 . R E F E R T O S P E C I F I C A T I O N S F O R T E M P O R A R Y S H U T D O W N RE Q U I R E M E N T S D U R I N G C O N S T R U C T I O N . 33 . E X I S T I N G C U R B M E D I A N A N D S U R F A C E T O B E R E S T O R E D PE R C I T Y S T D D W G G S - 1 8 . 32 . P R O T E C T R R M A S T I N P L A C E . A T G R A D E C R O S S I N G T O B E MA I N T A I N E D A T A L L T I M E A S R E Q U I R E D B Y N C T D . 30 . C O N T R A C T O R T O R E P L A C E A L L L O O P D E T E C T O R S Y S T E M I N KI N D T O T H E S A T I S F A C T I O N O F T H E E N G I N E E R . 28 . I N S T A L L N E W 2 - I N C H B L O W O F F A S S E M B L Y P E R C M W D S T D . DW G . N O . W - 1 0 . 35 . R E F E R T O N C T D G E N E R A L N O T E S O N S H E E T 2 . 29 . R E M O V E E X I S T I N G 8 - I N C H A C P W A T E R L I N E P E R SP E C I F I C A T I O N S S E C T I O N S 0 2 0 6 0 A N D 0 2 2 6 2 . 38 . A P P R O X I M A T E L O C A T I O N O F T H E E X I S T I N G S L U R R Y BA C K F I L L . C O N T R A C T O R T O F I E L D V E R I F Y . S A W C U T A N D RE M O V E T H E S L U R R Y I F R E Q U I R E D . U S E O F R O C K BR E A K I N G T O O L S I S N O T A L L O W E D F O R S L U R R Y R E M O V A L . US E O F A N Y V I B R A T O R Y R O L L E R T O C O M P A C T T R E N C H RE F I L L W I T H I N 1 0 F E E T O F T H E C E N T E R L I N E O F S D C W A PI P E L I N E I S S T R I C T L Y P R O H I B I T E D . GE N E R A L N O T E S : 1. S E G M E N T L E N G T H S S H O W N I N D I C A T E H O R I Z O N T A L DI S T A N C E S B E T W E E N B E N D S A N D M A Y E X T E N D O N T O MU L T I P L E P A G E S . 2. R E S T O R E A L L P A V E M E N T S T R I P I N G T O O R I G I N A L CO N D I T I O N S . S E E S I G N I N G A N D S T R I P I N G N O T E S O N S H E E T G- 0 2 . 3. C O N T R A C T O R M A Y U S E R E S T R A I N E D J O I N T S P E R D E T A I L 11 / C - 2 0 I N L I E U O F T H R U S T B L O C K S . 4. R E S T O R E A L L D I S T U R B E D S U R F A C E I M P R O V E M E N T S WI T H I N T H E R I G H T - O F - W A Y T O E X I S T I N G C O N D I T I O N S P E R TH E S A N D I E G O R E G I O N A L S T A N D A R D D R A W I N G S A N D T H E CI T Y O F C A R L S B A D E N G I N E E R I N G S T A N D A R D S . 5. R E S T O R E A L L D I S T U R B E D S U R F A C E I M P R O V E M E N T S O N PR I V A T E P R O P E R T Y T O E X I S T I N G C O N D I T I O N S . 6. MA I N T A I N D R I V E W A Y A C C E S S A N D K E E P S T R E E T S O P E N A T AL L T I M E S D U R I N G C O N S T R U C T I O N . P R O V I D E F L A G G E R S FO R V E H I C L E A C C E S S A S N E E D E D , A N D I N A C C O R D A N C E WI T H A P P R O V E D R I G H T O F W A Y P E R M I T A N D T R A F F I C CO N T R O L P L A N S . 7. TH E L O C A T I O N S O F T H E S E W E R L A T E R A L S C A L L E D O U T O N TH E S E P L A N S A R E A P P R O X I M A T E O N L Y . C O N T R A C T O R SH A L L V E R I F Y L O C A T I O N S I N T H E F I E L D F O R T H E P U R P O S E OF C O M P L E T I N G T H E N E C E S S A R Y W O R K I N C L U D E D I N T H I S PR O J E C T . R E C O N N E C T A L L S E W E R L A T E R A L S A N D I N S T A L L TO P H A T S . KE Y N O T E S ( C O N T ' D ) : # # KE Y N O T E S ( C O N T ' D ) : 36 . C O N T R A C T O R S H A L L R E S T R I P E W H I T E T R A F F I C ST R I P E S / A R R O W S / C R O S S W A L K S I N K I N D T O T H E SA T I S F A C T I O N O F T H E E N G I N E E R . 41 . P R O T E C T I N P L A C E E U G . M A I N T A I N 1 2 - I N C H E S M I N I M U M VE R T I C A L S E P A R A T I O N F R O M P R O P O S E D W A T E R P I P E . 43 . P R O T E C T I N P L A C E G A S S V C . M A I N T A I N 1 8 - I N C H E S M I N I M U M VE R T I C A L S E P A R A T I O N F R O M P R O P O S E D W A T E R P I P E F O R GA S S V C 3 - I N C H E S A N D L A R G E R . 37 . C O N T R A C T O R S H A L L R E S T R I P E Y E L L O W / D O U B L E Y E L L O W IN K I N D T O T H E S A T I S F A C T I O N O F T H E E N G I N E E R . PL A N PR O F I L E AVENIDA ENCINAS 10 0 ' N C T D RO W FU T U R E R O A D W A Y IM P R O V E M E N T S B Y O T H E R S AB A N D O N E D 3 0 " S T E E L CA S I N G P E R D W G 5 0 8 - 6 JA C K I N G P I T 16 RE C E I V I N G P I T 23 EX I S T I N G 2 0 " S T E E L C A S I N G PE R R E C O R D D W G 1 5 9 - 1 0 A 16 16 SC A L E : 1 " = 2 0 ' HO R I Z S C A L E : 1 " = 2 0 ' VE R T S C A L E : 1 " = 4 ' FU T U R E C U R B F A C E BY O T H E R S EX I S T I N G C U R B F A C E PR O T E C T E X I S T I N G 1 2 " P V C P I P E 22 1 12' 12 ' 12' 36 ' 6.21' 2 29 L1 6 EX I S T I N G C U R B F A C E RE M O V E E X I S T VA L V E SD C W A P I P E L I N E CR O S S I N G 1 PR O T E C T I N P L A C E EX I S T W A T E R S E R V I C E EX D / W EX D / W EX I S T M E T E R B O X E S I N T H I S A R E A S H A L L BE R E M O V E D A N D D I S P O S E D O F EX I S T 1 0 " W ( A B A N D O N E D ) CO A S T A L J U R I S D I C T I O N CI T Y J U R I S D I C T I O N 34 CA U T I O N : HI G H P R E S S U R E G A S . RE F E R T O S O C A L GA S R E Q U I R E M E N T S 32 32 32 33 30 35 38 RE M O V E A N D R E C O N N E C T W I T H N E W S E R V I C E , S E E DE T A I L 1 5 S H E E T 2 4 F O R C O N N E C T I O N D E T A I L S 36 36 36 37 36 36 36 WA R N I N G ! ! EX I S T I N G H I G H P R E S S U R E GA S L I N E T O R E M A I N I N PL A C E . AN Y W O R K I N G A S EA S E M E N T S H A L L B E P E R S D G & E NO T E S I N G E N E R A L N O T E S NC T D C O N D U I T NC T D C O N D U I T 43 41 41 41 GD JMAF C- 1 0 13 CI V I L CA N N O N R D W A T E R L I N E ST A 6 0 + 2 0 T O S T A 6 5 + 4 0 CA R L S B A D B L V D W A T E R A N D S E W E R I M P R O V E M E N T S A T T E R R A M A R IM P R O V E M E N T P L A N F O R : CI P 5 0 4 8 A N D 5 5 0 3 54 0 - 1 24 KE Y M A P M A N Z A N O D R AVENI DA ENCINA S C A N N O N R D CARL SBAD B L V D KE Y M A P NO R T H FINAL SUBMITTAL - BID SET (H O R I Z ) (V E R T ) Dig i t a l l y s i g n e d b y A n d r e w J . F r o s t Co n t a c t I n f o : C a r o l l o E n g i n e e r s , I n c . Da t e : 2 0 2 4 . 0 1 . 0 8 1 3 : 3 2 : 3 7 - 0 8 ' 0 0 ' May 14, 2024 Item #5 PP Page 29 of 41 EXHIBIT B – INSURANCE REQUIREMENTS Without limiting Licensee’s indemnification of NCTD as provided herein, Licensee shall provide and maintain at its own expense during the term of this License the below listed and described policies of insurance covering its operations hereunder. Evidence of such insurance satisfactory to NCTD along with required endorsements will be delivered to NCTD concurrent with execution of this License. Such evidence shall include certificate of insurance (Acord Form 25-S or equivalent). All evidence of insurance shall be issued by a properly authorized officer, agent or qualified representative of the insurer and shall certify the names of the insured, any additional primary insureds, where appropriate, the type and amount of the insurance coverage, the location and operations to which the insurance applies and the expiration date. 1.Commercial and General Liability: Licensee shall provide and maintain the following commercial and general liability insurance: A.Coverage for commercial general liability insurance shall be at least as broad as the Insurance Services Office Commercial General Liability (occurrence form CG 0001) coverage. B.Licensee shall maintain limits of no less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) aggregate limits for bodily injury, personal injury and property damage, including injury or damage. The general liability policies are to be endorsed to contain the following provisions: a.NCTD, its Board of Directors, officers, employees, agents and volunteers are to be covered as additional insureds as respects liability arising out of the Property/Right-of-Way licensed by Licensee. The coverage shall contain no special limitations on the scope of protection afforded to NCTD, its directors, officers, employees, agents and volunteers. b.For any claims related to this License, Licensee’s insurance shall be primary insurance as respects to NCTD, its Board of Directors, officers, employees, agents and volunteers. Any insurance, pooled coverage or self-insurance maintained by NCTD, its directors, officers, employees, agents and volunteers shall not be contributory. c.Licensee’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. d.The liability insurance shall indemnify the Licensee and its contractors against loss from liability imposed by law upon, or assumed under contract by the Licensee or its contractors for damages on account of such bodily injury (including death), property damage, personal injury and completed operations and products liability. e.Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to NCTD, its Board of Directors, officers, employees, contractors, agents or volunteers. f.The insurance shall be provided on a policy form written by underwriters through an agency satisfactory to NCTD, which includes a cross-suit clause, and covers bodily injury and property damage liability, owned and non-owned vehicles and equipment, blanket contractual liability and completed operations liability. May 14, 2024 Item #5 Page 30 of 41 2.Railroad Protective Liability: A.The Licensee shall obtain a railroad protective liability policy for work done within fifty (50) feet of railroad tracks or a commercial general liability policy with a CG 24 17 endorsement. The standard limits shall be three million dollars ($3,000,000) per occurrence limit and six million dollars ($6,000,000) aggregate. NCTD reserves the right to increase these limits, depending on the scope of work related to the License. B.All work requiring railroad protective liability insurance shall name in the endorsement and schedules as additional insureds the following entities, including their directors, officers, agents and employees as their interests may appear: a.North County Transit District (NCTD) b.Burlington Northern Santa Fe Railway (BNSF) c.National Railroad Passenger Corporation (AMTRAK) 3.Automobile Liability: Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Automobile Liability Coverage (Form CA 0001). Limits shall be not less than two million dollars ($2,000,000) for bodily injury and property damage each accident limit from automobiles owned, leased, hired or borrowed by Licensee. The insurance shall indemnify against loss from liability imposed by law for damages on account of bodily injury, property damage, and personal injury. The automobile liability policy shall cover all owned, non-owned, leased and hired automobiles. 4.Workers Compensation and Employer’s Liability: Licensee and its contractors and assigns shall cover or under the applicable statutory California State or Federal laws relating to workers’ compensation insurance, all of their employees working on or about the Property/Right-of-Way, and Licensee shall defend, protect and hold harmless NCTD, its Board of Directors, officers, employees, agents and volunteers from and against all claims, suits, and actions arising from any failure of the Licensee or any of Licensee’s contractors or assigns to maintain such insurance. A.Licensee shall provide employer’s liability insurance in the amount of one million ($1,000,000) per occurrence for bodily injury and disease. B.Licensee shall provide NCTD with a certificate of Workers’ Compensation and Employer’s liability insurance coverage. C.Such insurance may include an insurer’s waiver of subrogation in favor of NCTD and will be in a form and with insurance companies reasonably satisfactory to NCTD. 5.Pollution Liability (for projects/use with environmental risks)The Licensee shall obtain a pollution liability policy with minimum standard limit of one million dollars ($1,000,000) per occurrence/aggregate. NCTD reserves the right to increase this limit, depending on the scope of work related to the licensee 6.OPTIONAL (As required by Risk Dept.) Property Insurance: Licensee shall maintain property insurance covering the full replacement cost of Licensee's personal property, fixtures, equipment, and improvements against the hazards of fire, extended coverage/vandalism and malicious mischief, flood and other property-related losses. Deductible limits should be no more than five thousand dollars ($5,000). However, NCTD reserves the right to modify deductible limits. May 14, 2024 Item #5 Page 31 of 41 7.All policies required shall be issued by insurance companies who are rated not less than "A VII" by the latest A. M. Best Company Key Rating Guide, who are authorized to transact business in California. 8.NCTD makes no representation that the limits or forms of coverage of insurance specified in this section are adequate to cover Licensee's property or obligations under this License. NCTD reserves the right to raise or lower limit requirements at the time of request, based upon the scope of work. 9.Prior to execution of this License, Licensee shall file with NCTD a certificate of insurance signed by the insurer’s representative. Such evidence shall also include confirmation that coverage includes or has been modified to include required provisions as set forth herein. Licensee shall upon the reasonable demand of NCTD, deliver to NCTD such policy or policies of insurance. Each insurance policy required by this clause shall state or be endorsed to state that coverage shall not be amended or cancelled, except after thirty (30) days prior notice by U.S. mail has been given to NCTD. 10.If any insurance coverage is canceled or reduced, Licensee shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with NCTD a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies, and said policy shall be submitted for approval as herein provided. At least fifteen (15) days prior to the expiration of any such policy, a certificate, showing that the insurance coverage has been renewed or extended, shall be filed with NCTD. 11.Every contractor or subcontractor of Licensee entering upon, using or performing any work upon the Right-of-Way/Property by or on behalf of Licensee shall provide evidence of insurance required herein prior to entering upon the Right-of-Way/Property. 12.NCTD reserves the right to increase the limits for the insurance required herein to amounts recommended by NCTD’s insurance risk manager or insurance representative. 12.Notwithstanding any other provision of this License, Licensee may self-insure for any risk set forth in this section in the manner and to the extent that Licensee self-insures for similar risks with respect to its operations, equipment and property. The manner in which such self-insured is provided and the extent of such self-insurance shall be set forth in a letter of self-insurance, delivered to NCTD and signed by an authorized representative of Licensee, which fully describes the self-insurance program and how the program covers the risks set forth herein. Insurance provided by a joint powers authority or insurance pool shall be considered self-insurance for the purpose of this paragraph. If, at any time during the term of this License, Licensee elects not to self-insure, Licensee shall comply with all applicable provisions herein to the extent Licensee does not so self-insure. NCTD reserves the right to request Licensee financial statements for review prior to accepting self-insurance limits. May 14, 2024 Item #5 Page 32 of 41 EXHIBIT C - ORIGINAL LICENSE May 14, 2024 Item #5 Page 33 of 41 May 14, 2024 Item #5 Page 34 of 41 May 14, 2024 Item #5 Page 35 of 41 May 14, 2024 Item #5 Page 36 of 41 RESOLUTION NO. 1734 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD MUNICIPAL WATER DISTRICT OF THE CITY OF CARLSBAD, CALIFORNIA, DELEGATING AUTHORITY TO THE EXECUTIVE MANAGER TO FILE NORTH COUNTY TRANSIT DISTRICT PERMIT APPLICATIONS AND EXECUTE LICENSE AGREEMENTS FOR WATER DISTRICT CAPITAL IMPROVEMENT PROGRAM PROJECTS WHEREAS, the Carlsbad Municipal Water District, or CMWD, is a subsidiary district of the City of Carlsbad; and WHEREAS, the North County Transit District, or NCTD, has policies regulating and governing the use of its property and right-of-way; and WHEREAS, the NCTD requires the issuance of permits and, through its Board Policy 11, amended Oct. 21, 2021, and Administrative Policy and Procedure DSD-D4000, requires license agreements for any public agency requesting incidental use of real property; and WHEREAS, the NCTD considers incidental use of real property to include utility infrastructure such as water, recycled water, and sewer pipelines and appurtenances; and WHEREAS, staff find it necessary to file permit applications and execute NCTD license agreements for such activities in connection with Capital Improvement Program, or CIP, projects and such permit applications and agreements contain indemnities through standard clauses on the application forms or agreements; and WHEREAS, the CMWD Board's indemnification is a condition precedent to the issuance of permits and execution of agreements by NCTD; and WHEREAS, the CMWD Board has determined that it is in the public interest to delegate certain powers to the Executive Manager in accordance with Carlsbad Municipal Code Section 2.12.035(L). NOW, THEREFORE, BE IT RESOLVED by the CMWD Board of Directors of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.That the Executive Manager is hereby authorized to file permit applications and execute NCTD license agreements with indemnities limited to water and recycled water CIP projects, when recommended by the District Engineer and when approved as to form by the General Counsel or designee. Exhibit 4 May 14, 2024 Item #5 Page 37 of 41 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Board of Directors of the Carlsbad Municipal Water District and the City Council of the City of Carlsbad on the 14th day of May, 2024, by the following vote, to wit: AYES: NAYS: ABSTAIN: ABSENT: BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, LUNA. NONE. NONE. NONE. KEITH B�JURN, President SHERRY FREISINGER, Secretary (SEAL) Exhibit 4 May 14, 2024 Item #5 Page 38 of 41 RESOLUTION NO. 2024-098 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, DELEGATING AUTHORITY TO THE CITY MANAGER TO FILE NORTH COUNTY TRANSIT DISTRICT PERMIT APPLICATIONS AND EXECUTE LICENSE AGREEMENTS FOR CITY CAPITAL IMPROVEMENT PROGRAM PROJECTS WHEREAS, the North County Transit District, or NCTD, has policies regulating and governing the use of its property and right-of-way; and WHEREAS, the NCTD requires the issuance of permits and, through its Board Policy 11, amended Oct. 21, 2021, and Administrative Policy and Procedure DSD-D4000, requires license agreements for any public agency requesting incidental use of real property; and WHEREAS, the NCTD considers incidental use of real property to include utility infrastructure such as sewer and drainage facilities or street improvements; and WHEREAS, staff find it necessary to file permit applications and execute NCTD license agreements for such activities in connection with Capital Improvement Program, or CIP, projects and such permit applications and agreements contain indemnities through standard clauses on the application forms or agreements; and WHEREAS, the city's indemnification is a condition precedent to the issuance of permits and execution of agreements by NCTD; and WHEREAS, the City Council has determined that it is in the public interest to delegate certain powers to the City Manager in accordance with CMC Section 2.12.035(L). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.That the City Manager is hereby authorized to file permit applications and execute NCTD license agreements with indemnities limited to city CIP projects, when recommended by the City Engineer or the Deputy City Engineer, Utilities Department, and when approved as to form by the City Attorney or designee. Exhibit 5 May 14, 2024 Item #5 Page 39 of 41 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the City Council and the Carlsbad Municipal Water District Board of Directors of the City of Carlsbad on the 14th day of May, 2024, by the following vote, to wit: AYES: NAYS: ABSTAIN: ABSENT: BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, LUNA. NONE. NONE. NONE. KEITH BLACKBURN, Mayor SHERRY FREISINGER, City Clerk (SEAL) May 14, 2024 Item #5 Page 40 of 41 LOCATION MAP Sun n y C r e e k R d PROJECT 5048 EXHIBIT6NUMBER PROJECT NAME CARLSBAD BOULEVARD WATER & SEWER LINE IMPROVEMENTS AT TERRAMAR 5503-20 VICINITY MAP AVECOSTALA BL V D C A R L S B A D RD ALGA PALOMAR AIRPOR T RD EL CAMI N O RE A L RAN C H O SAN T A F E RD POINS E T T I A LANE AL I C A N T E RD EL FUE R T E OLIVENHAIN RD. M E L R O S E D R . FARADAY COLLEGE BL V D P A S E O DEL NO R T E AVE A V E N I D A E N C I N A S CANNON RD MO N R O E ST CARLS B A D VILLAGE D R MARRON TAMARA C K AVE RD LAKECALAVERA LAGOO N AGUA HEDIOND A LAGOO N BATIQUITOS LAGOON A V I A R A PKWY POINSETT I A LANE PROJECT SITE PROJECT LIMITS (APPROX.) PROJECT LIMITS (APPROX.) Exhibit 6 May 14, 2024 Item #5 Page 41 of 41