10-14-26-business-session — Bell City Council, October 14, 2026

28 29
30 REQUEST FOR PROPOSALS

TO PROVIDE

ON-CALL PROFESSIONAL

ENGINEERING, ARCHITECTURAL,

AND STAFF AUGMENTATION

SERVICES

CITY OF BELL, PUBLIC WORKS DEPARTMENT
SUBMISSION DEADLINE: Monday May 18, 2026 at 4:00 PM
All proposals must be submitted online via OpenGov at:
https://procurement.opengov.com/portal/cityofbell
City of Bell
Public Works Department
Attn: Rita Montalvo, P.E.,
Director of Public Works
6330 Pine Avenue, Bell, CA 90201
Email: [email protected]
City Website : https : https://www.cityofbell.gov/Home

ATTACHMENT A
31 CITY OF BELL

REQUEST FOR PROPOSAL FOR

ON-CALL PROFFESIONAL ENGINEERING, ARCHITECTURAL, AND STAFF

AUGMENTATION SERVICES

TABLE OF CONTENTS

SECTION PAGE
NOTICE INVITING REQUEST FOR PROPOSALS………………………………………….. 1 SECTION I: INTRODUCTION AND INSTRUCTIONS TO PROPOSERS…………………. 2 - 6 SECTION II: MINIMUM QUALIFICATIONS AND PROPOSAL REQUIREMENTS………… 6 - 9 SECTION III: SELECTION PROCESS.............................................................................. 9 - 10 SECTION IV: REQUIRED POST RFP DOCUMENTS...................................................... 10 SECTION V : LEGAL NOTICES AND DISCLAIMERS……………………………………. 11 SECTON VI: SCOPE OF SERVICES……………………………………………………….. 11 -18

CONTRACT DOCUMENTS
ATTACHMENT A – Sample Master Retainer Agreement………………………………….. 32 01135.0006 2116439.1
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CITY OF BELL

NOTICE INVITING REQUEST FOR PROPOSALS (RFP)

ON-CALL PROFESSIONAL ENGINEERING, ARCHITECTURAL, AND STAFF

AUGMENTATION SERVICES
NOTICE IS HEREBY GIVEN that the City of Bell (“City”) is requesting proposals from qualified engineering and architectural firms (“Consultant”) to provide On-Call Professional Engineering, Architectural, And Staff Augmentation Services.

Proposals must be submitted electronically through the City’s online procurement portal (OpenGov) at: https://procurement.opengov.com/portal/cityofbell. No later than May 18, 2026, at 4:00 PM (PST). Proposals received after this deadline will not be accepted. Hard copy submissions will not be considered.

The City seeks to establish a list of qualified consultants to provide a broad range of professional services in support of the City’s Public Works Department. Services will be provided on an asneeded basis through individually issued task orders or requests for quotes for specific projects.

Consultants may submit proposals for one or more disciplines, including, but not limited to: staff augmentation; project management; construction management and inspection; civil engineering; traffic engineering; surveying and mapping; landscape architecture; architectural design; geotechnical engineering; pavement and materials testing; environmental compliance; water quality and NPDES compliance services; grant administration; and as needed engineering services.

A single consultant is not required to provide all listed services. Firms are encouraged to submit proposals for the disciplines in which they are qualified.

Upon completion of the evaluation process, the City intends to establish a short list of qualified firms. Selected consultants will enter into a Professional Services Agreement with a term of two (2) years. Placement on the short list does not guarantee any minimum amount of work. The City reserves the right to assign work at its discretion based on project needs.

The City also reserves the right to add or remove firms from the qualified list at any time during the term of the agreement.

The City will evaluate proposals based on qualifications, experience, and demonstrated ability to perform the required services. The City may award contracts to one or more consultants whose proposals are determined to be in the best interest of the City. The selected Consultant’s proposal may be incorporated into the final Professional Services Agreement.

The City of Bell reserves the right to reject any or all proposals, to waive minor irregularities, to accept any portion of a proposal, and to take all proposals under advisement for a period of up to (120) days. All questions regarding this Request for Proposals must be submitted in writing through the City’s procurement portal (OpenGov) via the Q&A feature by the deadline specified in the solicitation. Responses to questions will be issued by addendum and made available to all registered proposers.
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SECTION I: INTRODUCTION AND INSTRUCTIONS TO PROPOSERS
A) Introduction
The City of Bell (City) is seeking a list of qualified consultants to support the delivery of its Capital Improvement Program (CIP), which includes a diverse range of infrastructure and facility improvement projects. These projects include, but are not limited to:
• Street and sidewalk improvements
• Traffic signals and street lighting systems
• Sewer and storm drain systems
• Landscaping and irrigation systems
• Site improvements at City facilities and parks and
• Repairs and upgrades to City buildings, including electrical and mechanical systems The selected Consultant(s) will provide professional engineering, architectural, and staff augmentation services on an as-needed basis, which may include, but are not limited to:
• Staff Augmentation
• Project Management
• Construction Management and Inspection
• Civil Engineering
• Traffic Engineering
• Surveying and Mapping
• Landscape Architecture
• Architecture Design
• Geotechnical, Pavement, and Material Testing Services • Environmental Compliance
• Water Quality and NPDES Compliance Services
• Grant and Funding Administration and
• As-Needed Engineering Services
Services will be authorized through individual task orders or engagement letters. The scope, schedule, and budget for each assignment will be negotiated based on the specific project requirements. Consultants will be required to submit detailed fee proposals for each task, based on the approved Schedule of Billing Rates and the proposed level of effort by staff classification.

The City’s CIP is funded through a combination of local, regional, state, and federal sources.

Accordingly, consultants must demonstrate familiarity and experience with applicable funding and regulatory requirements, including but not limited to: The Caltrans Local Assistance Procedures Manual (LAPM), and Federal requirements associated with projects funded in whole or in part with federal funds
Projects involving federal funding are subject to Title 49 of the Code of Federal Regulations, Part 26, which governs participation by Disadvantaged Business Enterprises (DBEs). The City strongly encourages participation by DBE, Minority-Owned Business Enterprises (MBE), and Women-Owned Business Enterprises (WBE).Consultants shall make good faith efforts to meet DBE participation goals, which typically range from 4% to 12%, depending on the project. These goals may be adjusted on a project-by-project basis in accordance with current regulatory requirements.
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The Consultant shall comply with all applicable federal, state, and local laws, regulations, and requirements, including any that may become applicable during the term of the contract.

B) Instructions to Proposers

1. Proposed Schedule
RFP Issuance Date Monday, April 14, 2026
Deadline to Submit Questions for Clarification Monday, April 27, 2026 – 4:00 PM Clarification Issued by City Monday, May 04, 2026
Deadline to Submit Proposals Monday, May 18, 2026 – 4:00 PM Notification of Selection Monday, May 25, 2026
Tentative City Council Contract Award Date Monday, June 10, 2026 The City reserves the right to modify any element of the timeline should that become necessary.

2. Submission of Proposal:

Proposals must be submitted online at:
https://procurement.opengov.com/portal/cityofbell
City will only accept proposals submitted online via OpenGov on or before the Proposal Due Date specified in this RFP. Refer to Invitation Number “RFP# PW26-001.” Interested firms must be registered on the City’s OpenGov portal to participate in this RFP.

All documents specified in Section II – Proposal Requirements shall be scanned and uploaded to OpenGov. Any proposal submitted other than in the manner specified in this RFP will be rejected.

3. Questions and Addenda:

All questions or requests for interpretation regarding this RFP must be submitted online through the OpenGov Portal by no later than by 4:00 p.m. on Monday April 27, 2026. Proposers are not to contact City personnel with any questions or clarifications concerning this RFP other than through OpenGov. Any City response for this RFP that is not posted through OpenGov is unauthorized and will be considered invalid.

If clarification or interpretation of this solicitation is considered necessary by City, a written addendum shall be issued on OpenGov. Any interpretation of or correction to this solicitation, will be made only by addendum issued through OpenGov. It is the responsibility of each Proposer to ensure that they have received and reviewed all addenda to this RFP. For technical support with the OpenGov system, contact OpenGov at (650) 336-7167.

4. Validity of Proposals:

Proposals must be valid for a period of at least one hundred and twenty (120) calendar days from the closing date and time for receipt of proposals.
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5. Proposals are not to be marked as confidential or proprietary. City may refuse to consider any Proposal so marked. Proposals submitted in response to this RFP may become subject to public disclosure. The City shall not be liable in any way for disclosure of any such records. Additionally, all Proposals shall become the property of the City.

6. Proposer RFP Examination:

By submitting a Proposal, Consultant represents that it has thoroughly examined City’s requirements and is familiar with the services required under this RFP and that it is qualified and capable of providing the services to achieve the City’s objectives.

7. Proposal Compliance:

Each Consultant must submit its Proposal in strict accordance with all requirements of this RFP and compliance must be stated in the Proposal. Deviations, clarifications, and/or exceptions must be clearly identified and listed separately as alternative items for the City’s consideration.

8. Proposal Rejection:

Any Proposal may be rejected if it is conditional, incomplete, or deviates from specifications in this RFP. The City reserves the right to waive, at its discretion, any procedural irregularity, immaterial defects, or other improprieties which City deems reasonably correctable or otherwise not warranting rejection of the Proposal. Any waiver will not excuse a proponent from full compliance.

9. Pre-Contractual Expenses:

The City shall not, in any event, be liable for any pre-contractual expense incurred by the Consultant in the preparation of its proposal. Pre-contractual expenses are defined as expenses incurred by the Consultant, but not limited to the following:
a. Preparing its proposal in response to this RFP
b. Submitting its proposal to the City
c. Negotiating with the City on any matter related to the proposal d. Any other expenses incurred by the Consultant prior to date of contract award

10. Conflict of Interest:

By responding to this RFP, each Consultant represents to the best of its knowledge that:
a. Neither Consultant, nor any of its affiliates, proposed subconsultants, and associated staff, have communicated with any member of the City since the release of this RFP on any matter related to this RFP except to the extent specified in this RFP; b. Neither Consultant, nor any of its affiliates, proposed subconsultants and associated staff, has obtained or used any information regarding this RFP and the proposed Scope of Work that has not been generally available to all Consultants;
c. No conflict of interest exists under any applicable statute or regulation or as a result of any past or current contractual relationship with the City; and 36 01135.0006 2116439.1
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d. Neither Consultant, nor any of its affiliates, proposed subconsultants, or associated staff, have any financial interest in any property that will be affected by any of the potential City projects.

11. Negotiations:

The City reserves the right to: a) negotiate the final Contract with any Consultant(s); b) withdraw this RFP in whole or in part at any time without prior notice and, furthermore, makes no representations that any Contract will be awarded to any Consultant responding to this RFP; c) award its total requirements to one Consultant or to apportion those requirements among two or more Consultants; or d) reject any proposal if it is conditional, incomplete, or deviates significantly from the services requested in this RFP. In addition, negotiations may or may not be conducted with the Consultant; therefore, the Proposal submitted should contain Consultant’s most favorable terms and conditions, because the selection and award may be made without discussion with any Consultant.

12. Term of Agreement:

It is anticipated that the contract (model agreement in Section VI) resulting from this RFP, if awarded, will be effective for two (2) years.

The City will compensate the Consultant for actual hours worked by assigned personnel on a monthly basis. For each approved project task, the Consultant will provide an invoice clearly documenting the services performed each day and the number of hours worked. Compensation will be based on the Schedule of Hourly rates.

13. Protest Procedure:

Only a Consultant who submitted a proposal in response to this RFP is eligible to submit a protest.

The City will not accept or entertain RFP protests from anyone who did not submit a proposal for the project or work being protested.

Consultants may file a protest of an RFP with the Finance Department, City of Bell – 6330 Pine Ave., Bell, CA 90201, up to the end of business day on the fifth (5) business day after the date the Notice of Intent to Award was announced.

At the time of the filing, the protest shall be:
a. submitted on the Consultant’s formal letterhead and include the Consultant’s company name, address, phone number, and the name and title of the individual filing the protest; b. list the reasons for the protest including the specific section of the documents or technical specifications being disputed and shall site any statutes or case law supporting or serving as the basis for the protest and describe how they support the item(s) being disputed.

If the protest does not meet these requirements, the City will reject it without further review. If the protest is submitted on time and complies with all the above requirements, the Director of Finance or his/her designee, shall review the protest and all relevant information submitted by the protestor. The City will provide a written response to the protestor. The City has the right to respond to any protest until the date on which the contract is awarded by the Bell City Council.

The procedure and time limits set forth in this paragraph is mandatory and is the sole and exclusive remedy in the event of an RFP protest. Failure to comply with these procedures shall constitute 37 01135.0006 2116439.1
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a failure to exhaust administrative remedies and a waiver of any right to further pursue the proposal protest, including filing a Government Code Claim or legal proceeding. If the City determines that the protest is frivolous, the party originating the protest may be determined irresponsible and that party may be determined to be ineligible for future contract awards.

14. Ownership and Confidentiality of Proposals:

All proposals, responses, inquiries, or correspondence relating to or in reference to this RFP shall become the irrevocable and sole property of the City of Bell unless otherwise specified in this RFP. The City shall be under no obligation to return any proposals or materials submitted by a consultant in response to this RFP, unless specified in this RFP.

SECTION II: MINIMUM QUALIFICATIONS AND PROPOSAL REQUIREMENTS A) Minimum Qualifications and Proposal Requirements
The proposal must be concise, well organized, and demonstrate the qualifications and experience, related to the types of professional services described herein, of your firm’s team.

Consultants are required to prepare their written proposals in accordance with the instructions outlined below. Deviations from these instructions may be construed as non-responsive and may be cause for disqualification. Emphasis should be placed on accuracy, completeness, and clarity of content. The proposal shall be printed on 8.5" x 11" pages with one-inch(1”) margins and shall not exceed thirty five (35) pages in length. Font size shall not be smaller than 11, and it shall include resumes and all other information necessary to describe the experience and capabilities of the firm. It must include the following:
• Transmittal/Cover Letter
• Executive Summary
• Background Information
• Firm Experience
• Project Staff/Sub-Consultants
• Project Approach
• Quality Assurance/Quality Control (QA/QC)
• Client Refences and
• Schedule of Hours Rates

1. Transmittal/Cover Letter:

The Cover Letter shall be addressed to Rita Montalvo, Director of Public Works, and shall, at a minimum, contain the following information:
a. Identification of Consultant who will have contractual responsibility with the City . Identification shall include legal name of company, address from which the services will be managed, telephone number and e-mail address of the contact person identified during the period of proposal evaluation. This must include the Consultant’s Federal Tax ID number. b. Identification of all proposed sub-consultants or subcontractors, including the legal name of the company, address, and contact person. It shall make a commitment to accept the terms and conditions in the RFP and Professional Services Agreement, including acknowledgment of receipt of all amendments or addenda to the RFP. 38 01135.0006 2116439.1
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c. A statement accepting the RFP and City’s Professional Services Agreement without any exceptions. Any proposal submitted with exceptions will be automatically disqualified. d. A statement that the proposal shall remain valid for a period of not less than 120 days from the date of submittal.
e. Signed statement attesting that all information submitted with the proposal is true and correct.

2. Executive Summary
The Executive Summary shall provide a clear and concise overview of the Consultant’s understanding of the City’s need for on-call professional engineering and architectural services.

The summary should briefly describe the firm’s approach to delivering these services, including responsiveness, coordination with City staff, and the ability to manage multiple task orders efficiently.

The Consultant shall highlight key qualifications, relevant experience with similar on-call contracts, and the strengths of the proposed team. The Executive Summary should also communicate the value the firm brings to the City, including technical expertise, reliability, and commitment to quality project delivery.

The Executive Summary should be limited in length while effectively demonstrating why the Consultant is well-qualified to perform the requested services.

3. Background Information
Provide general information about the firm, including year established, type of organization (e.g. corporation, partnership, etc.), office locations, and number of employees. Include a brief description of the firm’s primary areas of practice and services offered. The Consultant should also describe its current workload and available capacity to perform the requested services.

4. Firm Experience
Describe the firm’s experience in providing similar on-call professional engineering, architectural, and/or staff augmentation services, particularly for public agencies. Include examples of relevant projects completed within the last five (5) years that demonstrate the firm’s ability to successfully deliver services of similar scope and complexity.

For each project, include:
• Client name and location
• Description of services provided
• Project size, scope, and value
• Consultant’s role and responsibilities
• Project outcomes (schedule, budget, and key accomplishments) 39 01135.0006 2116439.1
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5. Project Staff / Sub-Consultants
Identify the proposed project team, including key personnel and any subconsultants. Clearly describe each team member’s role and responsibility.

Include brief resumes (maximum two pages per individual) highlighting relevant experience, certifications, and qualifications. If subconsultants are proposed, include their qualifications, areas of expertise, and prior experience working with the prime consultant.

The Consultant shall demonstrate that sufficient staff and resources are available to support multiple concurrent task orders.

6. Project Approach
Describe the Consultant’s approach to providing on-call services. The approach should demonstrate an understanding of the City’s needs and include:
• Process for responding to task orders and requests for services • Approach to project management, scheduling, and cost control • Coordination and communication with City staff
• Ability to manage multiple assignments concurrently
• Familiarity with applicable codes, standards, and regulatory requirements The Consultant should demonstrate flexibility, responsiveness, and the ability to deliver highquality work within established timelines and budgets.

7. Quality Assurance / Quality Control (QA/QC)
Describe the firm’s internal QA/QC procedures used to ensure accuracy, consistency, and completeness of deliverables. Include:
• Review processes for plans, specifications, and reports • Procedures for maintaining quality across multiple disciplines • Methods for minimizing errors and ensuring compliance with applicable standards The Consultant shall demonstrate a commitment to delivering high-quality, reliable work products.

8. Client References
Provide a minimum of three (3) recent client references for projects similar in scope and nature.

For each reference, include:
• Agency name
• Contact person and title
• Phone number and email address
• Brief description of services provided
The City reserves the right to contact any references provided. 40 01135.0006 2116439.1
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9. Schedule of Hourly Rates
Provide a schedule of fully burdened hourly rates for all proposed staff classifications, including subconsultants.

Rates shall include all direct and indirect costs, including overhead, administrative expenses, and profit. The schedule of rates shall remain fixed for the duration of the contract unless otherwise negotiated and approved by the City. The fee proposal shall be submitted as a separate PDF document and must not be included with the technical proposal.

SECTION III: SELECTION PROCESS

1. Selection Process
The City will select a consultant to perform the requested services under this RFP based on an evaluation of submitted proposals, references, and interviews, if deemed necessary. The City reserves the right to make an award without conducting interviews, or further discussions or negotiations. Accordingly, Consultants are encouraged to submit their most favorable terms and conditions in their proposals, as the final selection may be made without additional communication.

Selection will be based on the Consultant(s) determined to be the most qualified to provide the requested services, in accordance with the criteria outlined below. Proposals will be evaluated using a 100-point scale.

Evaluation Criteria Description Points
Responsiveness to
Request for Statement of
Qualifications
Completeness, organization, and overall quality of the
submission, including how well it addresses the RFP
requirements.
20 Organization and
Technical Qualifications of
the Team
Relevant licenses, certifications, and qualifications of the firm and key personnel. 20
Relevant Experience and
Expertise
Demonstrated experience performing similar services for public works capital improvement projects. 20
Understanding and
Approach
Demonstrated understanding of the required services and the firm’s ability to effectively perform the work. 10
Professional Reputation Record of client satisfaction and quality of past performance, supported by references. 10
Experience in Public
Contract Procedures
Familiarity with public contracting requirements,
applicable laws, and construction claims processes. 10
Experience with FederallyFunded Projects and
LAPM
Experience of project staff with federally funded projects and compliance with LAPM requirements. 10
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2. Interviews:

Consultants may be requested to participate in an interview if the City determines it is necessary. Should interviews be required, the City will notify the selected consultants and provide instructions and scheduling information.

3. Professional Services Agreement:

The Consultant(s) selected for the On-Call Engineering Services will be required to enter into a Professional Services Agreement with the City. This agreement will outline the general scope of services, terms of payment, and other standard City requirements. A sample Master Retainer Agreement is provided in Attachment A.

Unless a proposal specifically identifies exceptions to the agreement, the City will assume that the consultant accepts all terms as presented. Any proposed exceptions will be considered at the sole discretion of the City.

4. Final Selection
The final selection will be the Consultant which, as determined by the City, is the most responsive and responsible, meets the City’s requirements in providing On-Call Engineering Services, and is in the City’s best interest. The City retains the exclusive authority to evaluate all proposals and make the final determination of which submission is most advantageous.

SECTION IV: REQUIRED POST RFP DOCUMENTS
Prior to execution of a Professional Services Agreement, the selected consultant must submit documentation to ensure compliance with the City requirements and readiness to perform on-call services.

1. Insurance Requirements
The Consultant shall provide certificates of insurance demonstrating the following minimum coverage levels. Coverage must be maintained for the duration of the agreement and include any subconsultants engaged by the Consultant:
• Worker’s Compensation Insurance: Statutory limits and employer’s liability insurance with a minimum limit of $1,000,000 per accident.
• Commercial General Liability Insurance: Or equivalent, with a combined single limit of $2,000,000 per occurrence.
• Business Automobile Liability Insurance: Or equivalent, with a combined single limit of $1,000,000 per occurrence, covering owned, hired, and non-owned vehicles. • Professional Liability (Errors & Omissions) Insurance: Minimum $2,000,000 per occurrence.

The Consultant shall indemnify and hold harmless the City, its officers, employees, and agents from any claims, damages, or liabilities arising directly or indirectly from the performance of services under the agreement.
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SECTION V: LEGAL NOTICES AND DISCLAIMERS

1. Waiver of RFP
The City reserves the right to withdraw this RFP at any time prior to the submission deadline by providing written notice to the designated City contact. Upon submission, all proposals and supporting materials become the property of the City and will not be returned.

2. California Public Records Act (CPRA) Disclosures
Consultants acknowledge that all materials submitted in response to this RFP may be subject to public disclosure under the California Public Records Act, unless specifically exempted by law.

Consultants who wish to protect confidential or proprietary information must clearly identify the information and provide a justification for why it should be withheld from public disclosure.

Submissions containing blanket statements of confidentiality will be considered non-responsive and may be rejected.

Notwithstanding these provisions, the City intends to maintain the confidentiality of proposals until negotiations are concluded or a Professional Services Agreement is executed.

SECTION VI: SCOPE OF SERVICES
The Scope of Services shall include staff augmentation services, as well as a range of professional engineering and architectural disciplines, including but not limited to the following, as described in detail below:

1. Staff Augmentation
No Staff substitution is allowed without a written approval from the City. Consultant is expected to monitor their approved budget and notify the City of any work that is outside the scope of work prior to performing additional work.

The Consultant shall provide on-call services to augment Engineering staff through program management and payment support services related to the City’s Capital Improvement Program (CIP), which shall include, but not be limited to, the following:
• Perform Plan checks for CIP
• Land Development Projects Review
• Coordinate with Planning Department and Prepare Condition of approval for Projects • Prepare City Council Reports
• Contract Management
• Issue of Public Works Permits (Construction & Encroachment) • Administration of Public Works Contracts, including preparation and RFPs, addendums, and related documents
• Coordinate vendor solicitations, prepare bid packages, and evaluate proposals • Right-of-Way acquisition, coordination, and support services • Perform reference checks and prepare recommendations for contract award • Organize and participate in project progress meetings, including preparation o and distribution of minutes
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• Coordinate and schedule required inspections, surveys, and geotechnical tests; and • Monitor and review design consultant’s progress, budget and schedule, review plans, and technical specifications for completeness and constructability • Prepare technical Reports
• Conduct technical research, data collection, and analysis to support project delivery

2. Project Management
The Public Works Director will serve as the contract manager and direct liaison between the consultant and Caltrans District #7 Division of Local Assistance. The Consultant shall be responsible for project management activities throughout the life of the contract and the scope of activities includes, but is not limited to, coordinating and being responsible for scheduling meetings, managing the project schedule, preparing and distributing minutes, field reviews, tracking action items for the City and consultant sub-contractors, and preparing all submissions for the City to submit to Caltrans Local Assistance.

Consultant shall ensure all work conforms with applicable City, state and federal Laws, latest versions of City Design Manuals, City Standard Plans, Caltrans Manual and Policies, Caltrans Standard Plans and specifications, APWA Standard Drawings and Standard Specifications for Public Works.

3. Construction Management and Inspection
Consultant shall provide construction management and inspection services on CIP projects including street improvements, bike paths, drainage improvements, parks, buildings, open space amenities, landscaping, traffic signals, sewer and underground construction. Consultant shall provide experienced personnel to perform the following tasks:
• Provide Full time inspection for construction activities • Prepare daily project tracking documentation such as daily report logs, and digital photos • Monitor construction project progress and pay reports. Review Contractor’s payment request and make recommendations for payment
• Review, and make recommendations for change orders
• Review and respond to Request For Information (RFI’s) • Provide and maintain logs for RFIs, change orders, submittals, and related construction document
• Coordinate with Utility Companies
• Monitor, evaluate, and report contractor’s labor compliance • Monitor, evaluate, and report contractor’s environmental compliance, including preparing the Stormwater Multiple Application and Report Tracking System (SMARTS) reports and updates, and uploading them into the online database
• Review contractor’s safety program
• Provide Construction General Permit Qualified SWPPP Practitioner (QSP) and/or Qualified SWPPP Developer (QSD) support
• Prepare and monitor project punch-list
• Issue correction notices for deficiencies found, and monitor and enforce all corrective action as necessary
• Obtain all record (As-Built) drawings
• Prepare project and construction management procedures manual • Host partnering sessions with the Construction Contractor 44 01135.0006 2116439.1
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• Prepare and process project closeout
• Document potential contractor claims and respond to contractor potential claim correspondence citing specific contract documents, codes • Prepare analysis of potential claims and make recommendations regarding their settlement
• Negotiate with contractor and assist the City to facilitate claim resolution

4. Civil Engineering
The Consultant will provide comprehensive civil engineering services to support the City in planning, design, and implementation of public infrastructure and public facility projects. Services will encompass all aspects of project development, including conceptual design, detailed engineering, surveying, regulatory compliance, and construction support. The Consultant will integrate cost management, scheduling, quality assurance, and risk assessment into all phases of the work.

The scope of work includes design engineering services for streets, signs and striping, bike trails, storm drains, storm drain channels, sewer, structural, and all related services. The consultant shall also provide design and specifications for signing, striping, detour plans, and traffic control where required by the scope of work.

Consultant shall provide qualified personnel, necessary equipment, and appropriate resources to support the following services:
• Develop Plans, Specifications, and Estimates (PS&E) for a variety of capital improvement projects, including streets, bicycle facilities, storm drain systems, and sewer infrastructure
• Prepare technical studies and supporting documentation, including hydrologic and hydraulic analyses, as required for project design and compliance • Prepare and review regulatory documents in accordance with applicable requirements, including National Pollutant Discharge Elimination System (NPDES) reports, Water Quality Management Plans (WQMP), and Storm Water Pollution Prevention Plans (SWPPP)
• Site Planning/Grading Design
• Structural Engineering (retaining wall, footing design, and etc.) • Signing & Striping
• ADA Design and assessment
• Construction support
• Provide record drawings
All designs shall be prepared and submitted in a manner that ensures a complete design approved by the City Engineer with no more than three plan check submittals. Consultant must be proactive and knowledgeable of all regulations required for project acceptance. Consultant shall be an advisor, advocate, and produce a product with the best interest intended for the City within the required schedule and project budget.
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5. Traffic Engineering
The Consultant shall provide traffic engineering services in support of the City’s transportation and infrastructure projects. Services may include, but are not limited to:
• Preparation of traffic studies, including traffic impact analyses, circulation studies, and level of service (LOS) evaluations
• Development of traffic control plans (TCPs) and detour plans for construction projects, maintenance activities, and City-sponsored events or special activities • Design and evaluation of signage, striping, and pavement markings • Traffic signal design, modification, and timing analysis • Speed studies, traffic counts, and traffic calming evaluations • Parking studies and assessments
• Preparation of plans, specifications, and cost estimates (PS&E) • Coordination with City staff, utility agencies, and other stakeholders • Assistance with grant applications and supporting traffic data analysis All services shall be performed in accordance with applicable local, state, and federal standards and guidelines.

6. Surveying and Mapping
The Consultant shall provide surveying and mapping services in support of the City’s infrastructure and development projects. Services may include, but are not limited to:
• Boundary surveys, topographic surveys, and road alignment surveys • Surveys to support the design of roadway, utility, and structural improvement projects • Construction staking and construction surveys for City projects • Preparation of mapping and CAD deliverables
• Geographic Information System (GIS) mapping and data collection • Preparation of easement documents, including dedications, vacations, and quitclaims • Title and records research related to right-of-way engineering, property acquisitions, and easements
• Preparation of centerline ties and legal descriptions • Review of tentative and final parcel maps and tract maps • Preparation of Records of Survey, parcel maps, tract maps, lot line adjustments, and other survey documents
All surveying services shall be performed under the responsible charge of a professional licensed to practice land surveying in the State of California and shall conform to the requirements of the California Land Surveyors Act.

7. Landscape Architecture
The Consultant shall provide landscape architectural services in support of the City’s capital improvement and development projects. Services may include, but are not limited to:
• Preparation of landscape and hardscape concept designs for streetscapes, parks, medians, and public facilities
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• Development of planting plans, including plant selection, soil preparation, and specifications appropriate to site conditions and sustainability goals • Design of irrigation systems, including water-efficient systems in compliance with applicable water conservation requirements
• Preparation of finish grading plans and surface treatment specifications • Landscape lighting design, including fixture selection, layout, and photometric considerations
• Preparation of construction documents, including plans, specifications, and cost estimates (PS&E)
• Coordination with civil, structural, and other disciplines to ensure integrated project design • Assistance during bidding, including responding to requests for information (RFIs) and evaluating contractor inquiries
• Construction support services, including site observations and review of work for conformance with plans and specifications
• Review and approval of material samples, plant stock, and landscaping-related submittals • Compliance with applicable local, state, and federal regulations, including water use and accessibility requirements
All services shall be performed in accordance with applicable standards and under the supervision of a licensed landscape architect in the State of California.

8. Architecture Design
The Consultant shall provide professional architectural services through a California-licensed Architect to support the City’s facility and infrastructure projects. Services may include, but are not limited to:

1. Review and evaluation of zoning requirements, building codes, and other applicable regulatory constraints for proposed project sites

2. Development of conceptual and preliminary design alternatives

3. Preparation of preliminary opinions of probable construction cost

4. Advancement of designs through schematic, design development, and final construction phases

5. Preparation of complete construction documents, including plans and technical specifications for bidding

6. Preparation of final construction cost estimates

7. Assistance during the bidding phase, including responding to bidder questions and evaluating proposals

8. Construction phase support, including responding to Requests for Information (RFIs), reviewing submittals, and providing general design clarification

9. Assistance with the selection and specification of furniture, fixtures, and equipment (FF&E), as required
All services shall be performed in accordance with applicable local, State, and Federal regulations and under the supervision of an architect licensed in the State of California.

9. Geotechnical, Pavement, and Material Testing Services The Consultant shall provide geotechnical engineering, pavement engineering, and materials testing services to support the City’s capital improvement and development projects. Services may include investigation, evaluation, design support, and construction-related testing for soil, pavement, structural materials, and environmental conditions. 47 01135.0006 2116439.1
P a g e | 16
Services may include, but are not limited to:
• Geotechnical Investigations and Analysis
a) Subsurface exploration and site investigations, including borings, test pits, and insitu testing b) Evaluation of soil properties, slope stability, and earthwork requirements c) Foundation recommendations and design parameter
d) Analysis and design of earth retention systems and excavation support e) Groundwater evaluation and dewatering recommendations • Pavement Engineering and Evaluation
a) Pavement condition assessments and structural evaluations b) Pavement design and rehabilitation recommendations
c) Field investigations, including pavement coring and structural section analysis d) Non-destructive testing, such as falling weight deflectometer (FWD) testing and ground penetrating radar (GPR)
• Materials Testing and Laboratory Services
a) Laboratory and field testing of soils, asphalt, and concrete in accordance with applicable standards
b) Testing may include, but is not limited to: in-place density testing, moisture content, compaction, sieve analysis, R-value, sand equivalent, and percolation testing c) Concrete testing, including mix design review, slump testing, and compressive strength testing
d) Asphalt testing, including core sampling and density testing • Environmental and Hazardous Materials Services
a) Phase I Environmental Site Assessments
b) Hazardous materials surveys and reporting
c) Support during abatement activities and environmental compliance monitoring

• Engineering Support and Coordination
a) Preparation of technical reports and recommendations b) Development of alternative design solutions, including pavement rehabilitation strategies
c) Attendance at meetings and coordination with City staff, contractors, and other consultants
d) Provision of technical support during design and construction phases All testing and inspection services shall be performed by qualified personnel with appropriate certifications, as required for each project. The Consultant shall maintain the necessary facilities, equipment, and qualifications to perform testing in accordance with applicable ASTM, Caltrans, and AASHTO standards.
48 01135.0006 2116439.1
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Professional services shall be performed under the supervision of individuals licensed in the State of California as Geotechnical Engineers and/or Engineering Geologists, as appropriate.

10. Environmental Compliance
The Consultant shall provide environmental compliance and permitting services necessary to support the planning, design, and construction of City projects. Services may include, but are not limited to:
• Identification of all required environmental clearances, permits, and approvals applicable to each project
• Preparation and submittal of permit applications and supporting documentation to Federal, State, regional, and local regulatory agencies
• Preparation of environmental documentation in accordance with the California Environmental Quality Act (CEQA) and, when applicable, the National Environmental Policy Act (NEPA), including all necessary technical studies • Development of a comprehensive permitting strategy and schedule to ensure timely acquisition of approvals prior to construction
• Preparation of administrative draft and final environmental documents for City review, including incorporation of comments from the City and regulatory agencies • Coordination with regulatory agencies and stakeholders throughout the environmental review and permitting process
• Management of public review requirements, including preparation of notices, responses to comments, and participation in public meetings or hearings, as required • Ongoing support to ensure compliance with permit conditions during project design and construction phases
All services shall be performed in accordance with applicable Federal, State, and local environmental regulations and guidelines.

11. Water Quality and NPDES Compliance Services
The Consultant shall provide water quality and National Pollutant Discharge Elimination System (NPDES) compliance services to support the City’s projects and regulatory requirements.

Services may include, but are not limited to:
• Monitoring, evaluating, and documenting contractor compliance with environmental and stormwater regulations during construction activities
• Preparation, review, and electronic submittal of required reports through the State Water Resources Control Board’s Stormwater Multiple Application and Report Tracking System (SMARTS)
• Review and comment on Storm Water Pollution Prevention Plans (SWPPP) and Water Pollution Control Programs (WPCP)
• Provision of Qualified SWPPP Practitioner (QSP) and/or Qualified SWPPP Developer (QSD) services, as required
• Conducting site inspections and preparing compliance reports in accordance with applicable permits
• Development and implementation of Best Management Practices (BMPs) for erosion, sediment, and pollutant control
• Coordination with regulatory agencies and support during inspections or audits • Assistance with compliance related to municipal stormwater permits (MS4), as applicable 49 01135.0006 2116439.1
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All services shall be performed in accordance with applicable local, state, and federal regulations.

12. Grant Administration
The Consultant shall provide grant administration services to support the City in securing, managing, and maintaining compliance for funding associated with capital improvement and infrastructure projects. Services may include, but are not limited to:
• Identification and evaluation of potential funding opportunities from local, regional, State, and Federal sources
• Preparation and submittal of grant applications, including development of supporting technical documentation and financial data
• Ongoing grant administration, including monitoring project compliance with funding requirements and conditions
• Preparation of progress reports, reimbursement requests, and other required documentation for funding agencies
• Coordination with funding agencies, including but not limited to Caltrans, the Federal Highway Administration (FHWA), and other applicable entities • Preparation and processing of required documentation in accordance with the Caltrans Local Assistance Procedures Manual (LAPM), including but not limited to:
a) Authorization requests for various project phases
b) Field review documentation
c) Right-of-way certifications
d) Utility relocation clearances
e) Project award documentation
f) Project closeout and completion packages
• Development and monitoring of Disadvantaged Business Enterprise (DBE) participation goals, as required by funding programs
• Assistance with project audits and file reviews conducted by funding agencies, including Caltrans, FHWA, or other oversight entities
• General financial consulting support related to project funding, budgeting, and compliance The Consultant shall demonstrate familiarity with applicable funding guidelines and ensure that all services are performed in accordance with relevant regulatory and agency requirements.

13. As-Needed Engineering services
Additional engineering services may be requested by the City as needed. The Consultant will provide a scope and fee for approval, and work will be initiated upon execution of an Engagement Letter.
50 Attachment A
Sample Master Retainer Agreement
51 01135.0001 2110838.2 4/3/2026

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF BELL
and
_____________________________________
52 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND
____________________
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2026 (“Effective Date”) by and between the City of Bell, a California charter city (“City”) and ___________________________, _________________ (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. The City desires to contract with a Contractor to provide services on an on-call basis as more further set forth herein.

B. The City circulated a Request for Quotes or Proposals for the above-described services.

C. Contractor submitted a quote or proposal to City to provide the above-described services.

D. City Staff reviewed all the proposals and, after considering the demonstrated competence of Contractor, the qualifications of Contractor, and the fairness and reasonableness of Contractor’s proposed cost, staff determined that an agreement to provide the required services should be awarded to Contractor.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONTRACTOR

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Contractor shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants: a) it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement; b) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; c) all materials used for services will be both of good quality as well as fit for the purpose intended; and, d) Contractor shall follow the highest standards and practices in performing the services required hereunder. Individual tasks under the Scope of Services shall be established on a per project basis. Upon request by the City, the Contractor shall provide a detailed task proposal, including pricing consistent with those hourly rates as provided in Article II, below. Contractor shall not commence work until an Task Order is issued by the City authorizing the Contractor to perform such work.

1.2 Contractor’s Proposal.

The Scope of Services shall include the scope of services or work included in Contractor’s proposal or bid, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal or bid, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Contractor’s proposal or bid, other than 53 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 2 description of scope of services or work, shall apply to this Agreement, unless specifically agreed to by the City in writing.

1.3 Compliance with Law.

All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of City and any federal, state, or local governmental agency having jurisdiction in effect at the time services are rendered. City, and its officers, employees, and agents shall not be liable at law or in equity for failure of Contractor to comply with this Section.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Contractor shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in California Labor Code Section 1720, and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR.

Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by California Labor Code Section 1771. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.
(d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Contractor shall comply with and be bound by the provisions of California Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall 54 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 3 be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide the City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by California Labor Code Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours.

The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code. Pursuant to California Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake selfinsurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Contractor’s Authorized Initials ___________________
Name, Title

(i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement.

Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 55 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 4

1.5 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless the City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against the City hereunder.

1.6 Familiarity with Work.

By executing this Agreement, Contractor represents and warrants Contractor: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.

1.7 Software and Computer Services.

If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Contractor represents and warrants that it is familiar with and/or has inspected City’s current infrastructure, equipment, computer system, and software and that the software, computer system, or other computer technology provided and/or installed by Contractor under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system, and software of the City. Contractor acknowledges that the City is relying on this representation by Contractor as a material consideration in entering into this Agreement.

1.8 Care of Work.

Contractor shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by the City, except such losses or damages as may be caused by the City’s own negligence.

1.9 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible for the service of the other. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique 56 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 5 or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

1.10 Additional Services.

Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. The City may, in its sole and absolute discretion, have similar work done by other contractors / consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 Contract Modifications.

Additional terms and conditions of this Agreement, if any, or any modifications or revisions to the standard terms and conditions herein are made a part hereof as set forth in the “Contract Modifications” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

1.12 Campaign Contributions
This Agreement is subject to Government Code section 84308 (commonly known as the Levine Act), as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024), unless otherwise exempt under subpart (a)(5)(B) of that section. Contractor shall disclose any contribution to an elected or appointed City official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Contractor, its, her, or his agent, or another party affiliated with Contractor. Contractor shall provide a signed copy of the attached Campaign Contribution Disclosure Form to City prior to, or concurrent with, Contractor's execution of this Agreement and no later than the Commencement Date.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the flat fee and/or rates specified in Exhibit “C”, Schedule of Compensation and/or within any Task Order. The total compensation for all work, including reimbursement for actual expenses, shall not exceed Dollars and _________ Cents ($________) for the duration of the Term of this Agreement (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. 57 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 6 Compensation may include reimbursement, for actual and necessary expenditures, if both are specified in the quote or Task Order, as well as approved by the City in advance.

2.2 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with the City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.3 Invoices.

In any month in which Contractor wishes to receive payment, no later than the first business day of such month, Contractor shall submit to the City, in a form approved by the City’s Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, the City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and the City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event the City disputes any charges or expenses, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by the City for any invoice provided by Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by the City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the Services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

2.4 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding ___________ years from the date hereof (“Term”), except as otherwise provided in the Schedule of Performance (as shown on Exhibit “D” attached hereto). The City Manager may extend the Term up to _____ additional one-year terms subject to City Council approval.
58 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 7

3.3 Schedule of Performance.

Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Task Order and “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but not exceeding one hundred eighty (180) days cumulatively.

3.4 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement under this Section, however caused. Contractor’s sole remedy will be an extension of the Term of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

The following principals of Contractor (“Principals”) are hereby designated as the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
(Name), (Title)
(Name), (Title)
The Contractor Representative is authorized to act on Contractor’s behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability, and reputation of the representative was a substantial inducement for the City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of the City.
59 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 8

4.2 Status of Contractor.

Contractor shall have no authority to bind the City in any manner, or to incur any obligation, debt, or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by the City.

Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees, or agents of the City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, health care, or any other benefits which may otherwise accrue to the City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be _____________________________, or such person as may be designated by the City Manager. For any project awarded by a Task Order under this Agreement, the City will designate a project manager who shall oversee Contractor’s performance of the awarded services. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by the City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City, nor any of its officers, employees, or agents, shall have any control over the manner or means by which Contractor, or its officers, employees, agents, or subcontractors, perform the services required herein, except as otherwise set forth herein. Contractor shall perform all services required herein as an independent contractor of the City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it, or any of its officers, employees, agents, or subcontractors, are officers, employees, or agents of the City. The City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatever against the City, or bind the City in any manner.

Contractor represents and warrants that the personnel used to provide services to the City pursuant to this Agreement shall at all times be under Contractor’s exclusive control and direction. No City employee benefits shall be available to Contractor, its officers, employees, agents, or subcontractors, in connection with the performance of this Agreement. The City shall not be liable for compensation or indemnification to Contractor, its officers, employees, agents, or subcontractors, for injury or sickness arising out of performing services hereunder.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability, and reputation of Contractor, its principals, and employees were a substantial inducement for the City to enter into this Agreement. Therefore, without express written approval of the City, Contractor shall not contract with any other entity to perform in whole or in part services required hereunder without the express written approval of the City, and neither this Agreement nor any interest herein may be assigned, transferred, pledged, encumbered, or hypothecated, voluntarily or by operation of law, without the prior written approval of the City. No approved transfer shall release 60 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 9 Contractor, or any surety or insured of Contractor, of any liability hereunder without express written consent of the City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Prior to commencement of any services under this Agreement, and without limiting Contractor’s indemnification obligation to the City, Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to the City, for the duration of the Agreement, primary policies of insurance of the type and amounts set forth in the “Insurance Requirements” attached hereto as Exhibit “E” and incorporated herein by this reference.

5.2 Indemnification.
(a) General Obligations. Contractor agrees, to the full extent permitted by law, to indemnify, defend and hold harmless the City and its elected and appointed officers, employees, and agents (each an “Indemnitee” and collectively, “Indemnitees”) against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration, or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein “Claims or Liabilities”) that may be asserted or claimed by any person, firm, or agency arising out of or in connection with the performance of the work, operations, or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or City for which Contractor is legally liable (each an “Indemnitor” and collectively, “Indemnitors”), and in connection therewith: 1) Contractor will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and attorneys’ fees, incurred by Indemnitee(s) in connection therewith; and, 2) Contractor will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabilities, and will save and hold Indemnitee(s) harmless therefrom.

Further Provisions. The indemnity obligation herein shall be binding on successors, assigns, and heirs of Contractor and shall survive termination of this Agreement. Contractor shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Contractor fails to do so Contractor shall be fully responsible to indemnify the City hereunder therefor. Failure of the City and/or City Parties (collectively “City” for solely this Section 5.2(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. Payment of invoices by the City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Contractor and the City as to whether liability arises from the sole negligence or willful misconduct of City, Contractor will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the City as solely negligent or responsible for willful misconduct. Contractor will not be entitled in the absence of such a determination to any reimbursement of defense costs, including but not limited to attorney’s fees, expert fees and costs of litigation.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.
61 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 10 Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, or other documents relating to the disbursements charged to City and services performed hereunder (“books and records”) as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles, shall be complete and detailed, and shall be readily accessible. The City shall have full and free access to such books and records at all times during normal business hours of the City, including the right to inspect, copy, audit, and make records and transcripts. Such books and records shall be maintained for a period of three (3) years following completion of the services hereunder. The City shall have access to such books and records in the event any audit is required. Contractor shall fully cooperate with the City in providing access to any and all Contractor records and documents if a public records request is made and disclosure is required by law, including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials (“documents and materials”) prepared by Contractor, its officers, employees, agents, and subcontractors in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the City and/or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Contractor may retain copies of such documents and materials for its own use. Contractor shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to the City of any documents and materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify the City for all damages resulting therefrom. Moreover, with respect to any Contractor documents and materials that may qualify as “works made for hire” as defined in Title 17 Section 101 of the United States Code 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in its performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. (b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or admissions, or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor immediately gives the City sufficient notice of such court order or subpoena to allow it to raise relevant objections. (c) If Contractor, or any officer, employee, agent, or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then the City shall have the right 62 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 11 to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct. (d) As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: i) Contractor shall immediately notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party; ii) City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing, or similar proceeding; and, iii) Contractor agrees to cooperate fully with the City and to provide the City with sufficient opportunity to review, comment, or file appropriate objections to any response to discovery requests provided by Contractor, however, this right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in Section 7.4 for termination for cause. The City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days’ notice to Contractor, except that where termination or suspension is due to the fault of Contractor, the period of notice may be such shorter time as determined by the City. Upon receipt of any notice of termination or suspension, Contractor shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by the City. Upon submittal of an invoice consistent with Section 2.2, Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by the City thereafter in accordance with the any Task Order, or such as may be approved by the City, except as provided in Section 7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.3 Default of Contractor and Opportunity to Cure.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by the City. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices without liability for interest. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during 63 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 12 the period of default. If Contractor does not cure the default by conclusion of noticed timeframe, the City may immediately both terminate this Agreement with notice to Contractor, as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which the City may be entitled at law, in equity or under this Agreement. Any failure on the part of the City to give notice of Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Contractor.

If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, the City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and the City may withhold any payments to Contractor for the purpose of set-off or partial payment of the amounts owed the City therefor.

7.5 Retention of Funds.

Contractor hereby authorizes the City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement): (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by the City, and (ii) all amounts for which the City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of the City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Contractor to insure, indemnify, and protect the City as elsewhere provided herein.

7.6 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by the City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party 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.

Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement of this Agreement imposes no additional obligations on the City nor does it waive any rights hereunder. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

7.7 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or 64 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 13 more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys’ Fees.

If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorneys’ fees on any appeal, and a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, Contractors’ fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of the City or which would in any way hinder Contractor’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of the City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct, or indirect, in this Agreement, nor shall any such officer or employee participate in any decision relating to this Agreement which affects her/his financial interest or the financial interest of any corporation, partnership, or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
65 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 14

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, Title 8 Section 1101 et seq. of the United States Code , as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against the City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse the City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by the City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Bell, 6330 Pine Avenue, Bell, CA 90201, and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts and Electronic Signatures.

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures in accordance with Title 2 Section 22003 of the California Code of Regulations (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, 66 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 15 validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transactions Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

9.4 Integration; Amendment.

This Agreement, including the attachments hereto, is the entire, complete, and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the City participate in any decision relating to this Agreement which may affect their financial interest or the financial interest of any corporation, partnership, or association in which they are directly or indirectly interested, or in violation of any corporation, partnership, or association in which they are directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that they have not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Contractor’s Authorized Initials ___________________
Name, Title

9.7 Corporate Authority.
67 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 16 The persons executing this Agreement on behalf of the Parties hereto warrant that: (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]
68 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date 17 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF BELL, a California charter city
By:
_______________________________________________
Ali Saleh
Mayor
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By:
_____________________________________
Danny Aleshire
City Attorney
ATTEST:

By:
_____________________________________
Angela Bustamante
City Clerk
CONTRACTOR:
(INSERT COMPANY NAME)
By:
_____________________________________
Name: (Insert Name)
Title: (Insert Title)
Email: (Insert Email Address)
Address:

By:
_______________________________________________
Name: (Insert Name)
Title: (Insert Title)
Email: (Insert Email Address)
Address:

Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S

SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DIGITAL SIGNATURE IN ACCORDANCE WITH CALIFORNIA CODE OF REGULATIONS TITLE 2 SECTION 22003. IN ADDITION, THE APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
69 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date A-1 EXHIBIT “A”

SCOPE OF SERVICES
I. Contractor will perform the following Services on an On-Call basis:

II. Contractor must perform all on-call Services in compliance with the following requirements:

A. Each task shall be indicated by a written request (“Task Order”) produced by the Department Contact with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement. The Task Order may take the form or title of a “Purchase Order.” In the event of a conflict between the provision of any Task Order and any term of this Agreement, the provisions of this Agreement shall prevail.

B. Contractor must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task (“Task Budget”), using the itemized fees as set forth in Exhibit “C”; explain how the cost was determined; and, a schedule for completion of the task (“Task Completion Date”); which shall all collectively be referred to as the “Task Proposal”.

C. Department Contact shall in writing approve, modify or reject the Task Proposal, and may issue a Task Order.

D. The task shall be performed at a cost not to exceeding the Task Budget.

E. Contractor shall complete the task and deliver all deliverables to Department Contact by the Task Completion Date.

III. All work product is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by the City.

IV. Contractor will utilize the following personnel to accomplish the services:
70 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date B-1 EXHIBIT “B”

CONTRACT MODIFICATIONS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough. 71 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date C-1 EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. The Scope of Work set forth herein shall be compensated for in the following manner:
☐ Multiple flat rates for different specified services as set forth in Exhibit “A.” ☐ An hourly rate for some or all of the proposed services as set forth in Exhibit “A.” II. The total compensation for all Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

III. Contractor’s billing rates for any hourly Services are set forth in Exhibit “A.” In connection with the services provided pursuant to the terms of this Agreement, the City will pay Contractor upon the City’s receipt of a written invoice provided by Contractor no more than monthly. The City will pay Contractor for work completed, billed in increments of six minutes (0.1 hours), not to exceed the Contract Sum. The City will reimburse the Contractor for reasonable out-of-pocket expenses related to performing services set forth in Exhibit “A” that are approved in advance in writing by the City, such as mileage, copies, binding costs, postage, parking, travel, and lodging expenses as part of the not to exceed Contract Sum. To receive reimbursements, the Contractor must provide the City with a receipt and a description of the expense incurred along with the invoice. No mark up on expenses may be added.

IV. The Contractor’s billing rates for all personnel are attached as Exhibit “C-1”. 72 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date C-2 EXHIBIT “C-1”

CONTRACTOR BILLING RATES
73 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date C-3 EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Contractor shall perform the services on an on-call basis as set forth in Exhibit “A”.

II. Contractor shall deliver the following tangible work products to the City by the following dates.

A. As identified in any Task Order.

III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
74 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date E-1

EXHIBIT E

INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its officers, agents, representatives, and employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Contractor provides written verification it has no employees)

5. Cyber: Contractor shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Contractor, its offiers, agents, representatives, or employees. Contractor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained 75 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date E-2 by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary and noncontributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation
Contractor hereby grants to the City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or the City. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by the City. Any 76 01135.0001 2110838.2 4/3/2026 On-Call Agreement – Vendor Name (Project Name) Council Date E-3 and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. The City may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any selfinsured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. The City reserves the right to obtain a copy of any policies and endorsements for verification.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences. Failure to obtain the required documents prior to the work beginning, however, shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that the City is an additional insured on insurance required from subcontractors.

Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 77 City of Bell, California
Public Works Department

ON-CALL PROFESSIONAL ENGINEERING, ARCHITECTURAL,

AND STAFF AUGMENTATION SERVICES
RFP# PW26-001
Addendum No. 1
Response To Questions
DATE: May 4, 2026
TO: All Prospective Bidders
Reminder 1: Please sign ADDENDA ACKNOWLEDGEMENT/SIGNATURE below on page 2:

Please note the following answers to questions submitted via OpenGov for the subject project from page 3 to 18.

Proposals are due on or before May 18, 2026 at 4:00 PM (PST) 78 RFP# PW26-001 ON-CALL PROFESSIONAL ENGINEERING, ARCHITECTURAL, AND STAFF

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ADDENDA ACKNOWLEDGEMENT/SIGNATURE
This Proposal Response is submitted with respect to the changes to the Request for Proposal included in Addendum No. 1.

By signing below, Proposer certifies that the information submitted in response to this Request for Proposal is true and correct. I also understand that failure to submit a completed Proposal response package (fully completed and executed) will result in rejection of Proposal.

Respectfully submitted,

Proposer Signature Date
Print Name / Title
Legal Name of Company Business Address
Telephone Number Email Address
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Question 1:

We noticed that the sample Master Retainer Agreement language is geared more towards a contractor. However, the services in this request are for professional services. We carry different insurance than a contractor (i.e. professional liability). Item 1.C on page 7, states that we must accept the Agreement without exceptions. Since this contract would be for professional services, would the city be willing to add a clause in the Indemnity section for Professional Liability Insurance that references the State’s Senate Bill 496 or similar language? Senate Bill 496 went into effect January 1st, 2018, and modifies California Civil Code section 2782.8, which limits the “duty to defend” to the comparative fault of the professional in private and public contract.

Here is an example: “If Consultant’s obligation to indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, shall not exceed the Consultant’s proportionate percentage of fault.”
Response:

The RFP requires proposers to accept the Professional Services Agreement without exceptions as part of the proposal submission. However, the Agreement includes a “1.11 Contract Modifications” provision under Article 1 (Services of Contractor), which expressly allows for additional terms, revisions, or modifications to be incorporated through Exhibit B, with such provisions governing in the event of any conflict. This indicates that while exceptions should not be taken at the proposal stage, the City has established a formal mechanism for negotiated revisions to the Agreement. Accordingly, provisions such as indemnification language consistent with California Civil Code Section 2782.8 (SB 496) may be proposed during contract negotiations and incorporated via Exhibit B, subject to City review and approval.

Question 2:

The sample Agreement requires Cyber Liability coverage with limits of not less than $2,000,000 per occurrence and aggregate. Our firm currently maintains cyber coverage at $1,000,000 occurrence/aggregate and operates with robust cyber controls (MFA, regular backups, an incident response plan, and 80 RFP# PW26-001 ON-CALL PROFESSIONAL ENGINEERING, ARCHITECTURAL, AND STAFF

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annual penetration testing). According to 2024-2025 benchmark data, our coverage is proportionate to our firm’s size, the limited nature of the data we handle, and our overall exposure to cyber risk. In light of this, would the City consider accepting a lower cyber limit that is aligned with our risk profile and documented controls?
Response:

All proposers must comply with the insurance requirements as stated in the RFP. Any contract modifications, if necessary, may be addressed during final negotiations with the selected consultant(s) and will be subject to City approval. No deviation is guaranteed.

Question 3:

Is there a Small Business Enterprise (SBE) participation goal or incentive? Response:

There is no Small Business Enterprise (SBE) participation goal established in this RFP. The City of Bell encourages participation by Disadvantaged Business Enterprises (DBE), Minority Business Enterprises (MBE), and Women Business Enterprises (WBE). For projects involving federal funding, DBE requirements will apply in accordance with Title 49 of the Code of Federal Regulations, Part 26.

Any DBE participation goals are established on a project-specific basis depending on funding source and applicable regulatory requirements.

Question 4:

Is the City interested in sustainability / energy efficiency / green building measures as part of the Architecture Design category?
Response:

The RFP does not establish specific requirements regarding sustainability, energy efficiency, or green building measures for the Architecture Design category. Project requirements will be defined on a task order basis and will reflect the specific scope, budget, and applicable regulatory or funding requirements for each assignment. Where appropriate, sustainable design, energy efficiency, and green building principles may be considered as part of individual project objectives.
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Question 5:

Are the On-call services inclusive of all listed services, Staff augmentation, project management, CM & inspection or are individual contracts being awarded for each listed service?
Response:

The City intends to award on-call professional services agreements to multiple qualified consultants. Proposers may submit qualifications for one or more service disciplines and may team with subconsultants as needed.

Selected firms will execute a single master on-call agreement and may receive work through individual Task Orders issued on an as-needed basis.

Each Task Order will define the specific scope, schedule, and compensation.

Not all selected consultants will perform all disciplines.

Question 6:

Is the City looking for a City Engineer, Traffic Engineer, or any other specific position to perform the specified duties shown in the scope of work in this RFP? And will these tasks be required to be performed at City Hall? Response:

The RFP does not identify a requirement for specific positions such as a City Engineer, Traffic Engineer, or other designated roles. Instead, it outlines a range of professional services to be provided on an as-needed basis, with consultants responsible for proposing appropriate staffing and expertise to meet the needs of each task order. Additionally, the RFP does not specify that services must be performed at City Hall. Work is anticipated to be performed as required by the nature of each assignment, which may include a combination of remote work, field activities, and coordination with City staff.

Question 7:

Per USDOT's Office Civil Rights, effective October 3, 2025, DBE & WBE programs have been abolished. If the City is receiving and/or will be receiving more than $1 of Federal funding then imposing DBE/MBE?WBE requirements would be construed as the Federal violation. Please clarify and advise. Thank you.

Response:

USDOT has issued an Interim Final Rule effective October 3, 2025, which revises certain aspects of the DBE/ACDBE regulatory framework, including changes to eligibility standards and the removal of race- and sex-based presumptions 82 RFP# PW26-001 ON-CALL PROFESSIONAL ENGINEERING, ARCHITECTURAL, AND STAFF

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of disadvantage. These changes represent a significant modification of program implementation and certification requirements; however, the DBE program itself has not been abolished. The DBE program remains governed by applicable federal regulations, including 49 CFR Part 26, as well as the terms and conditions of applicable federal funding agreements. Compliance requirements are determined by the relevant federal awarding agency and project-specific funding provisions. Accordingly, receipt of federal funding does not, by itself, prohibit the application of DBE requirements where required under federal law and grant conditions. The City of Bell will continue to comply with all applicable federal requirements for federally funded projects.

Question 8:

What is the estimated budget for the contract? If unknown, please provide information on previous spending.

Response:

No estimated budget is provided. Task orders will be issued individually with negotiated scope, schedule, and cost. For reference, budget information is available in the City’s approved budget documents posted on the City of Bell website.

Question 9:

Does the City want one proposal for all categories proposed or separate proposals for each category? If it is one proposal for all categories, then would the minimum client reference still be 3?
Response:

A single proposal may cover multiple categories. The minimum of three client references applies to the overall proposal.

Question 10:

How many contracts is the City expected to award per category? Response:

The number of contracts per category is not predetermined. The City may select multiple firms based on qualifications.
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Question 11:

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exceptions will be automatically disqualified.” However, on page 10 (Section III, 3.) it states that “Any proposed exceptions will be considered at the sole discretion of the City.” Furthermore, Exhibit “B” of the Contract Services Agreement is for Contract Modifications. Please clarify if the City will accept modifications/exceptions to the Contract Services Agreement.

Response:

Section II.A.1.c applies to the proposal submission phase and requires proposals to be submitted without exceptions to the RFP requirements.

Section III clarifies that any proposed exceptions may be considered at the City’s discretion, but this does not guarantee acceptance. Exhibit “B” provides a mechanism for contract modifications after award. Any changes to the final agreement will be addressed during contract negotiations and are subject to City approval.

Question 12:

Exhibit E of the Contract Services Agreement lists a requirement for Cyber Liability Insurance. Will this coverage be required of design professionals? Response:

Cyber Liability Insurance, as identified in Exhibit E of the Contract Services Agreement, is required where specified in the RFP, in addition to all other required coverages.

All required insurance must be provided prior to contract execution and maintained for the duration of the agreement, as specified in the RFP.

Question 13:

Can the City provide an estimate of the anticipated number of task orders per year and the typical size/range of projects?
Response:

The City does not have a predetermined estimate of the number of task orders per year or the typical size or range of projects. Task orders will be issued on an as-needed basis depending on City needs, funding availability, and project priorities, and will vary in scope and complexity. 84 RFP# PW26-001 ON-CALL PROFESSIONAL ENGINEERING, ARCHITECTURAL, AND STAFF

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Question 14:

We understand the initial contract term is 2 years. Will the City be offering any extension(s)?
Response:

No extensions are currently anticipated, the contract is for 2 years. Any future extension, if needed, would be at the sole discretion of the City and subject to mutual agreement and applicable procurement requirements.

Question 15:

Are hourly rate increases allowed during the 2-year contract term? Are rate increases allowed during any extension(s)?
Response:

Hourly rates shall remain fixed for the contract term unless otherwise negotiated and approved by the City. Any adjustments during an extension, if applicable, would be subject to City approval.

Question 16:

Page 2 ends

allowed to propose on only one of the service categories (ex: Landscape Architecture)? Or must we perform/propose on all categories? Response:

Proposers may submit proposals for one or more service categories. A single consultant is not required to provide all listed services, and firms are encouraged to propose only for the disciplines in which they are qualified.

Question 17:

Is this a new requirement? If not, could the City please provide a list of the incumbent vendor(s) currently providing these services and describe how these services are being procured? Additionally, aside from the expiration of the current contract, are there any other reasons for issuing this solicitation, and are there any identified challenges or areas for improvement the City would like proposers to address?
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Response:

This is not a new requirement. The City has been utilizing on-call engineering services through an existing consultant since 2017. The current solicitation is being issued to ensure a competitive procurement process and to provide opportunities for qualified firms to support the City’s ongoing and future needs.

The City has been satisfied with the performance of its current consultant. This solicitation is not being issued due to performance concerns, but rather as part of the City’s standard procurement practices and to maintain a qualified pool of consultants to support a range of projects and service needs.

Question 18:

Based on the detailed Section VI: Scope of Services provided, could the City please provide the anticipated position titles across the various service areas? This will assist proposers in developing accurate pricing and will also support the City in conducting a more consistent and efficient evaluation of proposals.

Response:

The City has not identified specific position titles for the Scope of Services. The services will be provided on an as-needed basis under staff augmentation, and it is the responsibility of the consultant to assign appropriately qualified personnel to perform the required tasks.

Question 19:

Could the City please confirm whether proposers are required to submit only hourly rates, or markup percentage should also be provided? Response:

The City requires proposers to submit a Schedule of Fully Burdened Hourly Rates in accordance with Section II: Minimum Qualifications and Proposal requirements item no.9 of the RFP. A markup percentage is not required.

Question 20:

For the Schedule of Hourly Rates, would the City consider accepting a range of hourly rates for each position, or are required to submit fixed rates only? 86 RFP# PW26-001 ON-CALL PROFESSIONAL ENGINEERING, ARCHITECTURAL, AND STAFF

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Response:

The City requires proposers to submit fixed fully burdened hourly rates for each position classification. A range of hourly rates will not be accepted.

Question 21:

The evaluation criteria do not appear to include pricing. Could the City confirm whether pricing will be considered during the evaluation process? Response:

Pricing is not part of the initial evaluation criteria. Proposals will be evaluated based on qualifications, experience, and demonstrated ability to perform the Scope of Services.

However, proposers are required to submit a separate fee proposal, which will be reviewed following the technical evaluation and may be used for contract negotiation purposes. The selection process is primarily qualifications-based, consistent with a professional services procurement rather than a low-bid construction contract.

Question 22:

Could the City please clarify whether there is a requirement for a dedicated, full-time on-site Project Manager or point of contact to oversee project coordination, monitoring, and reporting activities, including support for field or construction-related operations?
Response:

The RFP does not require a dedicated full-time on-site Project Manager. The Consultant shall provide a designated point of contact and staff augmentation support as needed to manage coordination, reporting, and project oversight. Services may be performed on-site, remotely, or in the field depending on project requirements.

Question 23:

If a dedicated full-time on-site Project Manager or point of contact is required, should the cost for this role be included within the proposed hourly rates, or should it be priced separately?
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Response:

The RFP does not require a dedicated full-time on-site Project Manager.

Instead, the Consultant shall provide staff augmentation resources as needed based on the City’s project requirements. A designated point of contact and appropriate project management support shall be assigned to manage coordination, monitoring, and reporting activities, which may be performed on-site, remotely, or in the field depending on the nature of the work.

Question 24:

Could the City please clarify how Caltrans and LAPM requirements are associated with the City’s projects under this contract, and under what circumstances these requirements would apply?
Response:

The City is actively coordinating with Caltrans District 7 Local Assistance Division on the Gage Avenue Bridge Project, and consultant support is expected to include familiarity with LAPM procedures, federal-aid project requirements, and related coordination processes to ensure compliance throughout the environmental and preliminary engineering phases. These requirements apply to projects that receive or are intended to receive federal or state-administered federal funding.

Question 25:

For the evaluation criterion related to experience with federally funded projects and LAPM, could the City clarify how this experience will be assessed and what specific information proposers should include to effectively demonstrate compliance and expertise?
Response:

The Consultant will be evaluated based on demonstrated experience with federally funded projects, including familiarity with Caltrans Local Assistance Procedures Manual (LAPM) requirements, federal-aid project delivery, and coordination with Caltrans and other funding agencies. Consultants should provide a description of federally funded projects they have managed, including their role and responsibilities, and demonstrate specific experience with LAPM processes such as environmental clearance, documentation, reporting, and funding coordination.
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Question 26:

If a proposer does not have direct experience with Caltrans LAPM requirements, could the City please clarify how this may impact the evaluation of the proposal?
Response:

Proposals will be evaluated based on Section III Selection Process, “Experience with Federally-Funded Projects and LAPM” (10 Points). While lack of direct LAPM experience may result in a lower score in this category, it is not disqualifying and firms can be strong in other disciplines. The City will be selecting a list of consultants, not a single consultant.

Question 27:

Could the City please clarify whether any preference or additional consideration will be given to local firms during the evaluation process? Response:

No preference will be given to local firms during the evaluation process.

Question 28:

Could the City please confirm whether proof of insurance is required to be submitted with the proposal, or only upon award?
Response:

Proof of insurance is not required to be submitted with the proposal. However, prior to commencement of services and execution of the Professional Services Agreement, the selected consultant must provide certificates of insurance in compliance with the insurance requirements set forth in Exhibit “E” of the Agreement.

Question 29:

Please confirm the name and address to be listed on the certificate of insurance.

Response:

The certificate of insurance should list the City of Bell as the certificate holder.

The mailing address is: 6330 Pine Avenue, Bell, CA 90201. 89 RFP# PW26-001 ON-CALL PROFESSIONAL ENGINEERING, ARCHITECTURAL, AND STAFF

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Question 30:

Could the City please clarify whether the vendors will be responsible for providing any training to assigned personnel related to environmental compliance, including SMARTS reporting, SWPPP implementation, or NPDES requirements?
Response:

The RFP does not include a requirement for the Consultant to provide formal training to City staff related to environmental compliance, including SMARTS reporting, SWPPP implementation, or NPDES requirements. Services are limited to those identified in Section 11 of the RFP scope. Any additional coordination or support needs, if applicable, may be addressed during contract negotiation or project implementation.

Question 31:

The RFP indicates that the 35-page limit includes resumes and all necessary proposal content. Could the City please confirm that all sections of the technical proposal (e.g., cover letter, Executive Summary, background info, resumes, project experience, approach, QA/QC and references) must be included within this limit, and that only the Schedule of Hourly Rates is excluded as a separate submission?
Response:

Yes. The 35-page limit applies to all proposal content, including the required sections such as resumes and all other information necessary to describe the firm’s experience and capabilities, with the exception of the Schedule of Hourly Rates, which is submitted separately and excluded from the page limit.

Section dividers/tab sheets and cover pages used for organizational purposes are not counted toward the page limit.

Question 32:

Considering the extensive scope of services and proposal requirements, we respectfully request the City to consider removing or relaxing the 35-page limit to allow proposers to provide a more complete and detailed response.

Response:

Section II, Item A states that the proposal shall not exceed 35 pages in length.

The page limitation is intended to ensure proposals remain concise, well 90 RFP# PW26-001 ON-CALL PROFESSIONAL ENGINEERING, ARCHITECTURAL, AND STAFF

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organized, and comparable during the evaluation process. Consultants are expected to provide clear and complete responses within the established page limit, with emphasis on accuracy, clarity, and relevance. Section dividers/tab sheets and cover pages used for organizational purposes are not counted toward the page limit.

Question 33:

Could the City clarify whether the sample Contract Services Agreement included in the RFP is for review only, and we are not required to submit a signed or executed version with their proposal?
Response:

Yes. The sample Master Retainer Agreement provided in Attachment A of the RFP is for review purposes only and is not required to be signed or submitted with the proposal. Upon selection of the Consultant(s), the City will finalize and issue the contract for execution.

Question 34:

As a certified Minority Business Enterprise (MBE), could the City please confirm whether our firm’s certification can be counted toward DBE/MBE/WBE participation goals, or if separate DBE-certified partners are required to meet project-specific goals?
Response:

The City does not establish mandatory DBE/MBE/WBE participation requirements under this contract. However, if federal funding is used for a specific project, participation requirements, if applicable, would be governed by the terms and conditions of the funding source and applicable federal regulations. A firm’s MBE certification may be considered only to the extent it aligns with any applicable project-specific requirements. No DBEcertified partners are required as part of the proposal submission.

Question 35:

Is there a specific agency through which firms must be DBE-certified to meet participation requirements for this contract?
Response:

There is no specific certifying agency requirement established under this RFP.

If DBE participation requirements are needed due to federal funding on a 91 RFP# PW26-001 ON-CALL PROFESSIONAL ENGINEERING, ARCHITECTURAL, AND STAFF

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specific project, certification must be through a recognized DBE certifying agency under applicable federal guidelines, including the California Unified Certification Program (CUCP) or other U.S. Department of Transportationapproved certification systems, as applicable to the funding source.

Question 36:

Is DBE certification required to be submitted as part of the proposal? If yes, what type of documentation is required, and will it be counted within the 35- page limit or submitted separately?
Response:

DBE certification is not required to be submitted as part of the proposal. DBE participation, if applicable, would only be required in accordance with the terms and conditions of applicable federal funding on a project-by-project basis.

Question 37:

Does the City have an estimated demand or anticipated number of personnel (by role or discipline) that may be required under this on-call contract?
Response:

No, the City does not have an estimated or fixed number of personnel by role or discipline for this on-call contract. The Scope of Services is task order-based and may require a range of professional engineering and architectural disciplines under Staff Augmentation, Project Management, and Construction Management services, depending on the needs of individual projects. The level and type of personnel required will vary based on specific task assignments issued by the City.

Question 38:

How many staff are currently handling this work, and in what roles? Response:

The City utilizes a combination of internal staff and its on-call consultant to manage and deliver these services. Staffing is assigned based on project needs, workload, and available resources, and may vary depending on the type and complexity of the work being performed.
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Question 39:

RE: Article 5, Section 5.2 – Indemnification, as currently written is non compliant with California’s Civil Code Section 2782.8 and should be replaced with a compliant indemnification clause, without qualification or limitation. (See sample from City of Watsonville below) "To the full extent permitted by law (subject to the limitations of Civil Code section 2782.8 for any “design professional services” performed under this Contract), Consultant will indemnify, hold harmless, release and defend the City (including its officers, elected or appointed officials, employees, volunteers or agents) from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses or costs [including legal costs and attorney’s fees])(collectively “Liability”) of any nature, to the extent arising out of, pertaining to, or relating to Consultant’s negligence, recklessness, or willful misconduct in the performance of this Contract. In no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault. Consultant’s indemnification obligations under this Contract are not limited by any limitations of any insurance held by Consultant, including, but not limited to, workers compensation insurance." Will the City of Bell please confirm: • Contract modifications are permitted and enforceable, consistent with Exhibit “B” (Contract Modifications – Superseding Contract Boilerplate) contained the sample Agreement; and • Notwithstanding the conflicting RFP provisions regarding proposal exceptions (including page 7, item A.1.c), the City will not disqualify a proposal solely for identifying required legal compliance modifications, including indemnification revisions mandated by California law?
Response:

The Contract Services Agreement in Attachment A is a sample agreement and is subject to negotiation with the selected Consultant. Exhibit “B” allows for contract modifications, which may be incorporated during final negotiations. The City will not disqualify a proposal solely because it includes requested clarifications or legal compliance-related comments. All such items will be considered during evaluation and/or contract negotiation, subject to City approval.

Question 40:

Could the City please confirm whether this contract includes any requirement for blue-collar or field labor staff, or is it limited to professional, technical, and inspection/engineering services only?
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Response:

No construction labor or trade work is included under this Agreement. Services are limited to professional engineering, inspection, construction management support, and related technical services.

Question 41:

The RFP indicates in Section II (Transmittal/Cover Letter requirements) that proposers must include a statement accepting the Professional Services Agreement without any exceptions, and that proposals containing exceptions will be automatically disqualified. However, Section III (Professional Services Agreement) notes that any proposed exceptions may be considered at the sole discretion of the City. Could the City please clarify whether proposers are permitted to identify or submit any exceptions to the Professional Services Agreement as part of their proposal, or if all exceptions must be deferred until after selection/award?
Response:

The Professional Services Agreement in Attachment A is a standard template and forms the basis of the contract. Proposers are expected to submit proposals based on this agreement.

The City may consider clarifications or modifications during final contract negotiations with the selected Consultant(s) in accordance with Exhibit “B.” Submission of such comments or clarifications will not, by itself, disqualify a proposal, provided the proposal is otherwise responsive to the RFP requirements. Final contract terms will be subject to mutual agreement and City approval prior to execution
Question 42:

Can you please elaborate and clarify what you mean by the following two disciplines listed on page 1? (1) staff augmentation (2) pavement and materials testing.

Response:

Staff augmentation refers to on-call professional and technical support services that supplement City staff on CIP and development projects, including plan review, contract administration, permitting, project coordination, reporting, and related services. Staff assignments are subject to City approval.
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Pavement and materials testing is part of geotechnical engineering services and includes field and laboratory testing of soils, asphalt, and concrete, as well as pavement evaluations and related analyses performed under qualified geotechnical supervision in accordance with applicable ASTM, AASHTO, and Caltrans standards.

Question 43:

If we include section dividers will they count towards the 35 page limit? Response:

Section dividers, tab sheets, and cover pages used for organizational purposes will not be counted toward the 35-page limit.

Question 44:

Does the 35-page limit refer to 35 single-sided pages or 35 double-sided pages?
Response:

The 35-page limit refers to single-sided pages.

END OF DOCUMENT
95 01135.0006 2194143.3 9/28/2026
2194143.3

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF BELL
and
TRANSTECH ENGINEERS, INC.

ATTACHMENT B
96 01135.0006 2194143.3 9/28/2026 A-1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND
TRANSTECH ENGINEERS, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of October, 2026 (“Effective Date”) by and between the City of Bell, a California charter city (“City”) and Transtech Engineers, Inc., a California corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the on-call services defined and described herein.

B. Consultant, following submission of a proposal or bid for the performance of the on-call services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Bell Municipal Code and California state law, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for the performance of the services described herein and desire that the terms of that performance be as particularly defined and described herein.

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants: a) it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement; b) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; c) all materials used for services will be both of good quality as well as fit for the purpose intended; and, d) Consultant shall follow the highest standards and practices in performing the services required hereunder. Individual tasks under the Scope of Services shall be established on a per project basis and as set forth in a task order issued by the City (each, a “Task Order”). Upon request by the City, the Consultant shall provide a detailed task proposal, including pricing consistent with those hourly rates as provided in Article II, below. Consultant shall not commence work until a Task Order is issued by the City authorizing the Consultant to perform such work.

1.2 Consultant’s Proposal.
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The Scope of Services shall include the scope of services or work included in Consultant’s proposal or bid, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal or bid, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Consultant’s proposal or bid, other than description of scope of services or work, shall apply to this Agreement, unless specifically agreed to by the City in writing.

1.3 Compliance with Law.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in California Labor Code Section 1720, and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR.

Consultant shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by California Labor Code Section 1771. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subconsultant.
(d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
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(e) Apprentices. Consultant shall comply with and be bound by the provisions of California Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide the City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by California Labor Code Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours.

The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subconsultant for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code. Pursuant to California Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake selfinsurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Consultant’s Authorized Initials ___________________
Ali Cayir, President

(i) Consultant’s Responsibility for Subconsultants. For every subconsultant who will perform work under this Agreement, Consultant shall be responsible for such subconsultant’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subconsultant for work under this Agreement.

Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subconsultant's compliance, including without limitation, conducting a review of the certified payroll records of the subconsultant on a periodic basis or upon becoming aware of the failure of the subconsultant to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subconsultant.

1.5 Licenses, Permits, Fees and Assessments.
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Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless the City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against the City hereunder.

1.6 Familiarity with Work.

By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered the services to be performed, b) has carefully considered how the services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.7 Software and Computer Services.

If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City’s current infrastructure, equipment, computer system, and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system, and software of the City. Consultant acknowledges that the City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

1.8 Care of Work.

Consultant shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by the City, except such losses or damages as may be caused by the City’s own negligence.

1.9 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible for the service of the other. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 100
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1.10 Additional Services.

The City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer (as defined below) to the Consultant, incorporating therein any adjustment in: (i) the Contract Sum (or a portion of the compensation due to Consultant) for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or Twenty-Five Thousand Dollars ($25,000), whichever is less; or, any increase in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. The City may, in its sole and absolute discretion, have similar work done by other contractors / consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 Contract Modifications.

1.12 Campaign Contributions
This Agreement is subject to Government Code section 84308 (commonly known as the Levine Act), as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024), unless otherwise exempt under subpart (a)(5)(B) of that section. Consultant shall disclose any contribution to an elected or appointed City official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form to City prior to, or concurrent with, Consultant's execution of this Agreement and no later than the Commencement Date.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the flat fee and/or rates specified in Exhibit “C”, Schedule of Compensation and/or within any Task Order. The total compensation for all work, including reimbursement for actual expenses, shall not exceed One Million Two Hundred Thousand Dollars and Zero Cents ($1,200,000.00) for the duration of the Term of this Agreement (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. Compensation 101
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may include reimbursement, for actual and necessary expenditures, if both are specified in the quote or Task Order, as well as approved by the City in advance.

2.2 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subconsultant expenses of an approved subconsultant pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with the City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.3 Invoices.

In any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to the City, in a form approved by the City’s Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, the City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and the City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event the City disputes any charges or expenses, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by the City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the Services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subconsultant labor, supplies, equipment, materials, and travel properly charged to the Services.

2.4 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, but not exceeding two (2) years from the date hereof (“Term”), except as otherwise provided in the Schedule of Performance (as shown on Exhibit “D” attached hereto). There are no extensions provided under this Agreement. Any extension of the Term shall require an amendment to this Agreement and City Council approval. 102
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3.3 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Task Order and “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but not exceeding one hundred eighty (180) days cumulatively.

3.4 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement under this Section, however caused. Consultant’s sole remedy will be an extension of the Term of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Ali Cayir, Principal
The Consultant Representative is authorized to act on Consultant’s behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability, and reputation of the representative was a substantial inducement for the City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of the City.
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4.2 Status of Consultant.

Consultant shall have no authority to bind the City in any manner, or to incur any obligation, debt, or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by the City.

Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees, or agents of the City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care, or any other benefits which may otherwise accrue to the City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be Rita Montalvo, Director of Public Works, or such person as may be designated by the City Manager. For any project awarded by a Task Order under this Agreement, the City will designate a project manager who shall oversee Consultant’s performance of the awarded services. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by the City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City, nor any of its officers, employees, or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents, or subconsultants, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent Consultant of the City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents, or subconsultants, are officers, employees, or agents of the City. The City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against the City, or bind the City in any manner.

Consultant represents and warrants that the personnel used to provide services to the City pursuant to this Agreement shall at all times be under Consultant’s exclusive control and direction. No City employee benefits shall be available to Consultant, its officers, employees, agents, or subconsultants, in connection with the performance of this Agreement. The City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents, or subconsultants, for injury or sickness arising out of performing services hereunder.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability, and reputation of Consultant, its principals, and employees were a substantial inducement for the City to enter into this Agreement. Therefore, without express written approval of the City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without the express written approval of the City, and neither this Agreement nor any interest herein may be assigned, transferred, pledged, encumbered, or hypothecated, voluntarily or by operation of law, without the prior written approval of the City. No approved transfer shall release 104
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Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of the City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Prior to commencement of any services under this Agreement, and without limiting Consultant’s indemnification obligation to the City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to the City, for the duration of this Agreement, primary policies of insurance of the type and amounts set forth in the “Insurance Requirements” attached hereto as Exhibit “E” and incorporated herein by this reference.

5.2 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to indemnify, defend and hold harmless the City and its elected and appointed officers, employees, and agents (each an “Indemnitee” and collectively, “Indemnitees”) against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration, or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein “Claims or Liabilities”) that may be asserted or claimed by any person, firm, or agency arising out of or in connection with the performance of the work, operations, or activities provided herein of Consultant, its officers, employees, agents, subconsultants, or invitees, or any individual or City for which Consultant is legally liable (each an “Indemnitor” and collectively, “Indemnitors”), and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and attorneys’ fees, incurred by Indemnitee(s) in connection therewith; and, 2) Consultant will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabilities, and will save and hold Indemnitee(s) harmless therefrom. (b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns, and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subconsultants, and if Consultant fails to do so Consultant shall be fully responsible to indemnify the City hereunder therefor. Failure of the City and/or City Parties (collectively “City” for solely this Section 5.2(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. Payment of invoices by the City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and the City as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the City as solely negligent or responsible for willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs, including but not limited to attorney’s fees, expert fees and costs of litigation.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.
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Consultant shall keep, and require subconsultants to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, or other documents relating to the disbursements charged to City and services performed hereunder (“books and records”) as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles, shall be complete and detailed, and shall be readily accessible. The City shall have full and free access to such books and records at all times during normal business hours of the City, including the right to inspect, copy, audit, and make records and transcripts. Such books and records shall be maintained for a period of three (3) years following completion of the services hereunder. The City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with the City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law, including but not limited to the California Public Records Act.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials (“documents and materials”) prepared by Consultant, its officers, employees, agents, and subconsultants in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials for its own use. Consultant shall have the right to use the concepts embodied therein. All subconsultants shall provide for assignment to the City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify the City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as “works made for hire” as defined in Title 17 Section 101 of the United States Code 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. (b) Consultant, its officers, employees, agents or subconsultants, shall not, without prior written authorization from the City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or admissions, or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant immediately gives the City sufficient notice of such court order or subpoena to allow it to raise relevant objections. (c) If Consultant, or any officer, employee, agent, or subconsultant of Consultant, provides any information or work product in violation of this Agreement, then the City shall have the right 106
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to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: i) Consultant shall immediately notify City should Consultant, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party; ii) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing, or similar proceeding; and, iii) Consultant agrees to cooperate fully with the City and to provide the City with sufficient opportunity to review, comment, or file appropriate objections to any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term.

2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by the City thereafter in accordance with the any Task Order, or such as may be approved by the City, except as provided in Section 7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.3 Default of Consultant and Opportunity to Cure.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by the City. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices without liability for interest. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during 107
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the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, the City may immediately both terminate this Agreement with notice to Consultant, as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which the City may be entitled at law, in equity or under this Agreement. Any failure on the part of the City to give notice of Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Consultant.

If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, the City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and the City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed the City therefor.

7.5 Retention of Funds.

Consultant hereby authorizes the City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement): (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by the City, and (ii) all amounts for which the City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of the City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect the City as elsewhere provided herein.

7.6 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by the City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party 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.

Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on the City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or 108
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more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys’ Fees.

If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorneys’ fees on any appeal, and a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, Consultants’ fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of the City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subconsultant without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of the City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct, or indirect, in this Agreement, nor shall any such officer or employee participate in any decision relating to this Agreement which affects her/his financial interest or the financial interest of any corporation, partnership, or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
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8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, Title 8 Section 1101 et seq. of the United States Code , as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against the City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse the City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by the City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Bell, 6330 Pine Avenue, Bell, CA 90201, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

9.3 Counterparts and Electronic Signatures.

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures in accordance with Title 2 Section 22003 of the California Code of Regulations (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, 110
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validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transactions Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

9.4 Integration; Amendment.

This Agreement, including the attachments hereto, is the entire, complete, and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the City participate in any decision relating to this Agreement which may affect their financial interest or the financial interest of any corporation, partnership, or association in which they are directly or indirectly interested, or in violation of any corporation, partnership, or association in which they are directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that they have not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials ___________________
Ali Cayir, President
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9.7 Corporate Authority.

The persons executing this Agreement on behalf of the Parties hereto warrant that: (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF BELL, a California charter city
By: __________________________________________
Ana Maria Quintana
Mayor
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By:
_________________________________
Danny Aleshire
City Attorney
ATTEST:

By:__________________________________
Angela Bustamante
City Clerk
CONSULTANT:

TRANSTECH ENGINEERS, INC., a California
corporation
By: __________________________________
Name: Ali Cayir
Title: President
Email: [email protected]
Address: 13367 Benson Ave, Chino, CA 91710
By: _________________________________
Name: Sybil Cayir
Title: Secretary
Email: [email protected]
Address: 13367 Benson Ave, Chino, CA 91710
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Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S

SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DIGITAL SIGNATURE IN ACCORDANCE WITH CALIFORNIA CODE OF REGULATIONS TITLE 2 SECTION 22003. IN ADDITION, THE APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following services on an on-call basis:

1. Staff Augmentation;

2. Project Management; and

3. Construction Management and Inspection.

No staff substitution is allowed without a written approval from the City. Consultant is expected to monitor their approved budget and notify the City of any work that is outside the Scope of Services prior to performing additional work.

1. Staff Augmentation
The Consultant shall provide on-call services to augment City Engineering staff through program management and payment support services related to the City’s Capital Improvement Program (“CIP”), which shall include, but not be limited to, the following:
• Perform Plan checks for CIP;
• Perform land development projects review;
• Coordinate with Planning Department and prepare Condition of Approval for projects; • Prepare City Council Reports;
• Consultant contract management;
• Issue Public Works Permits (Construction and Encroachment); • Administration of public works contracts, including preparation of RFPs, addendums, and related documents;
• Coordinate vendor solicitations, prepare bid packages, and evaluate proposals; • Right-of-Way acquisition, coordination, and support services; • Perform reference checks and prepare recommendations for contract award; • Organize and participate in project progress meetings, including preparation of and distribution of minutes;
• Coordinate and schedule required inspections, surveys, and geotechnical tests; • Monitor and review design consultant’s progress, budget and schedule, review plans, and technical specifications for completeness and constructability;
• Prepare technical reports; and
• Conduct technical research, data collection, and analysis to support project delivery.

2. Project Management
The Public Works Director will serve as the contract manager and direct liaison between the Consultant and Caltrans District #7 Division of Local Assistance. The Consultant shall be responsible for project management activities throughout the Term of this Agreement and the scope of activities includes, but is not limited to, coordinating and being responsible for scheduling meetings, managing the project schedule, preparing and distributing minutes, field reviews, tracking action items for the City and consultant sub-contractors, and preparing all submissions for the City to submit to Caltrans Local Assistance.
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Consultant shall ensure all work conforms with applicable City, state and federal Laws, latest versions of City Design Manuals, City Standard Plans, Caltrans Manual and Policies, Caltrans Standard Plans and specifications, APWA Standard Drawings and Standard Specifications for Public Works.

3. Construction Management and Inspection
Consultant shall provide construction management and inspection services on CIP projects including street improvements, bike paths, drainage improvements, parks, buildings, open space amenities, landscaping, traffic signals, sewer and underground construction. Consultant shall provide experienced personnel to perform the following tasks:
• Provide Full time inspection for construction activities • Prepare daily project tracking documentation such as daily report logs, and digital photos • Monitor construction project progress and pay reports. Review Contractor’s payment request and make recommendations for payment
• Review, and make recommendations for change orders
• Review and respond to Request For Information (RFI’s) • Provide and maintain logs for RFIs, change orders, submittals, and related construction document
• Coordinate with Utility Companies
• Monitor, evaluate, and report contractor’s labor compliance • Monitor, evaluate, and report contractor’s environmental compliance, including preparing the Stormwater Multiple Application and Report Tracking System (SMARTS) reports and updates, and uploading them into the online database
• Review contractor’s safety program
• Provide Construction General Permit Qualified SWPPP Practitioner (QSP) and/or Qualified SWPPP Developer (QSD) support
• Prepare and monitor project punch-list
• Issue correction notices for deficiencies found, and monitor and enforce all corrective action as necessary
• Obtain all record (As-Built) drawings
• Prepare project and construction management procedures manual • Host partnering sessions with the Construction Contract • Prepare and process project closeout
• Document potential contractor claims and respond to contractor potential claim correspondence citing specific contract documents, and codes • Prepare analysis of potential claims and make recommendations regarding their settlement
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II. Consultant must perform all on-call services in compliance with the following requirements:

A. Each task shall be indicated by a written request (“Task Order”) produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement. The Task Order may take the form or title of a “Purchase Order.” In the event of a conflict between the provision of any Task Order and any term of this Agreement, the provisions of this Agreement shall prevail.

B. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task (“Task Budget”), using the itemized fees as set forth in Exhibit “C”; explain how the cost was determined; and, a schedule for completion of the task (“Task Completion Date”); which shall all collectively be referred to as the “Task Proposal”.

C. The Contract Officer shall in writing approve, modify or reject the Task Proposal, and may issue a Task Order.

D. The task shall be performed at a cost not to exceeding the Task Budget.

E. Consultant shall complete the task and deliver all deliverables to the Contract Officer by the Task Completion Date.

III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by the City.

IV. Consultant will utilize personnel approved by the City to perform the services in this Agreement.
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EXHIBIT “B”

CONTRACT MODIFICATIONS
(Superseding Contract Boilerplate)
Deleted text is indicated in strikethrough and added text in bold italics.

Section 1.10 is hereby amended as follows:

1.10 Additional Services.

Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. The City may, in its sole and absolute discretion, have similar work done by other Consultants / consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

Section 6.10 is hereby amended as follows:

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials (“documents and materials”) prepared by Consultant, its officers, employees, agents, and subconsultants in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Any modification, use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability on the part of the Consultant.

Consultant may retain copies of such documents and materials for its own use. Consultant shall have the right to use the concepts embodied therein. All subconsultants shall provide for assignment to the City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify the City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as “works made for hire” as defined in Title 17 Section 101 of the United States Code 101, such documents and materials are hereby deemed “works made for hire” for the City.
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EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. The Scope of Services set forth herein shall be compensated for on a time and materials basis monthly following City’s receipt of a valid invoice. Each invoice shall include the following:

A. Line items for all personnel describing the work performed, the number of hours worked (billed in increments of quarter hours (0.25 hours)), and the hourly rate.

B. Line items for all materials and equipment properly charged to the services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

The City will reimburse the Consultant for reasonable out-of-pocket expenses directly related to performing services set forth in Exhibit “A” so long as they are approved in advance in writing by the City, such as mileage, copies, binding costs, postage, parking, travel, and lodging expenses. No mark-up on expenses may be added.

II. The total compensation for all services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

III. Consultant’s billing rates for any hourly services are set forth in Exhibit “C-1”. 119
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EXHIBIT “C-1”
TRANSTECH ENGINEERS, INC. SCHEDULE OF HOURLY RATES

ENGINEERING
Field Technician $108
Engineering Technician $120
Assistant CAD Drafter $136
Senior CAD Drafter $154
Associate Designer $171
Senior Designer $188
Design Project Manager $227
Assistant Engineer $142
Associate / Staff Engineer $182
Senior Civil Engineer $250
Traffic Analyst Technician $126
Associate Traffic Analyst $182
Senior Traffic Analyst $193
Professional Transportation Planner $210
Traffic Engineer Technician $120
Associate/Staff Traffic Engineer $182
Traffic Engineer $210
Senior Traffic Engineer $233
Project Manager $233
Senior Project Manager $250
Deputy City Engineer $216
City Engineer $233
Principal Engineer $256

BUILDING & SAFETY
Permit Technician $97
Plan Check Technician/Analyst/Supervisor $159
Building Inspector $148
Senior Inspector $159
Plans Examiner/Checker $176
Plan Check Engineer $193
Deputy Building Official $193
Building Official $205

CONSTRUCTION MANAGEMENT
Labor Compliance Analyst $176
Funds Coordinator $182
Office Engineer $176
Construction Inspector $171
Senior Construction Inspector $182
Construction Manager $210
Resident Engineer $227

PUBLIC WORKS INSPECTION
Public Works Inspector $171
Senior Public Works Inspector $182
Supervising PW Inspector $193

SURVEY AND MAPPING
Survey Analyst $176
Senior Survey Analyst $182
2-Man Survey Crew $409
Survey & Mapping Specialist $227
Licensed Land Surveyor $250

FUNDING & GRANT WRITING
Funds Analyst $171
Senior Funds Analyst $182
Grant Writer $193
Funds & Grant Project Manager $222

PLANNING
Community Development Technician $102
Planning Technician $114
Assistant Planner $136
Associate Planner $159
Senior Planner $188
Planning Manager $216

ADMINISTRATIVE STAFF
Administrative/Clerical $91
Project Accountant $102
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EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform the services on an on-call basis as set forth in Exhibit “A”.

II. Consultant shall deliver the following tangible work products to the City by the following dates:

A. As identified in any Task Order.
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EXHIBIT E

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its officers, agents, representatives, and employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Consultant provides written verification it has no employees)

5. Cyber: Consultant shall procure and maintain for the duration of this Agreement insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant, its officers, agents, representatives, or employees. Consultant shall procure and maintain for the duration of this Agreement insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

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by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be primary and noncontributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

Umbrella or Excess Policy
The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation
Consultant hereby grants to the City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or the City. The CGL and any policies, including Excess liability policies, may not be subject to a 123
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SIR or deductible that exceeds $25,000 unless approved in writing by the City. Any and all deductibles and SIRs shall be the sole responsibility of Consultant or subconsultant who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. The City may deduct from any amounts otherwise due Consultant to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. The City reserves the right to obtain a copy of any policies and endorsements for verification.

Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of this Agreement or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Effective Date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after the completion of work.

Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences. Failure to obtain the required documents prior to the work beginning, however, shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that the City is an additional insured on insurance required from subconsultants.

Duration of Coverage
CGL and Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of five (5) years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the work. 124
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Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 125
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AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF BELL
and

WILLDAN ENGINEERING

ATTACHMENT C
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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND

WILLDAN ENGINEERING
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ___ day of September, 2026 (“Effective Date”) by and between the City of Bell, a California charter city (“City”) and Willdan Engineering, a California a California corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. The City desires to contract with a Consultant to provide services on an on-call basis as more further set forth herein.

B. The City circulated a Request for Quotes or Proposals for the above-described services.

C. Consultant submitted a quote or proposal to City to provide the above-described services.

D. City Staff reviewed all the proposals and, after considering the demonstrated competence of Consultant, the qualifications of Consultant, and the fairness and reasonableness of Consultant’s proposed cost, staff determined that an agreement to provide the required services should be awarded to Consultant.

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants: a) it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement; b) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; c) all materials used for services will be both of good quality as well as fit for the purpose intended; and, d) Consultant shall follow the highest standards and practices in performing the services required hereunder. Individual tasks under the Scope of Services shall be established on a per project basis and as set forth in a task order issued by the City (each, a “Task Order”). Upon request by the City, the Consultant shall provide a detailed task proposal, including pricing consistent with those hourly rates as provided in Article II, below. Consultant shall not commence work until an Task Order is issued by the City authorizing the Consultant to perform such work.

1.2 Consultant’s Proposal.

The Scope of Services shall include the scope of services or work included in Consultant’s proposal or bid, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal or bid, and this Agreement, the terms of this 127
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Agreement shall govern. No other terms and conditions from Consultant’s proposal or bid, other than description of scope of services or work, shall apply to this Agreement, unless specifically agreed to by the City in writing.

1.3 Compliance with Law.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in California Labor Code Section 1720, and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR.

Consultant shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by California Labor Code Section 1771. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subconsultant.
(d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions of California Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, 128
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Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide the City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by California Labor Code Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours.

Director of City Engineering
(i) Consultant’s Responsibility for Subconsultants. For every subconsultant who will perform work under this Agreement, Consultant shall be responsible for such subconsultant’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subconsultant for work under this Agreement.

Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subconsultant’s compliance, including without limitation, conducting a review of the certified payroll records of the subconsultant on a periodic basis or upon becoming aware of the failure of the subconsultant to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subconsultant. 129
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1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless the City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against the City hereunder.

1.6 Familiarity with Work.

By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.7 Software and Computer Services.

1.8 Care of Work.

1.9 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible for the service of the other. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the 130
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work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

1.10 Additional Services.

Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. The City may, in its sole and absolute discretion, have similar work done by other Consultants / consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 Contract Modifications.

1.12 Campaign Contributions
This Agreement is subject to Government Code section 84308 (commonly known as the Levine Act), as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024), unless otherwise exempt under subpart (a)(5)(B) of that section. Consultant shall disclose any contribution to an elected or appointed City official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form to City prior to, or concurrent with, Consultant's execution of this Agreement and no later than the Commencement Date.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the flat fee and/or rates specified in Exhibit “C”, Schedule of Compensation and/or within any Task Order. The total compensation for all work, including reimbursement for actual expenses, shall not exceed Five Hundred 131
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Thousand Dollars and Zero Cents ($500,000.00) for the duration of the Term of this Agreement (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. Compensation may include reimbursement, for actual and necessary expenditures, if both are specified in the quote or Task Order, as well as approved by the City in advance.

2.2 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subconsultant expenses of an approved subconsultant pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with the City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.3 Invoices.

2.4 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years from the date hereof (“Term”), except as otherwise provided in the Schedule of Performance (as shown on Exhibit 132
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“D” attached hereto). There are no extensions provided under this Agreement. Any extension of the Term shall require an amendment to this Agreement and City Council approval.

3.3 Schedule of Performance.

3.4 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement under this Section, however caused. Consultant’s sole remedy will be an extension of the Term of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

Adel M. Freji, P.E.

Director of City Engineering
The Consultant Representative is authorized to act on Consultant’s behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability, and reputation of the representative was a substantial inducement for the City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of the City.
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4.2 Status of Consultant.

4.3 Contract Officer.

4.4 Independent Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability, and reputation of Consultant, its principals, and employees were a substantial inducement for the City to enter into this Agreement. Therefore, without express written approval of the City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without the express written approval of the City, and neither this Agreement nor any interest herein may be assigned, transferred, pledged, encumbered, or hypothecated, voluntarily or by operation of law, without the prior written approval of the City. No approved transfer shall release 134
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Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of the City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Prior to commencement of any services under this Agreement, and without limiting Consultant’s indemnification obligation to the City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to the City, for the duration of the Agreement, primary policies of insurance of the type and amounts set forth in the “Insurance Requirements” attached hereto as Exhibit “E” and incorporated herein by this reference.

Further Provisions. The indemnity obligation herein shall be binding on successors, assigns, and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subconsultants, and if Consultant fails to do so Consultant shall be fully responsible to indemnify the City hereunder therefor. Failure of the City and/or City Parties (collectively “City” for solely this Section 5.2(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. Payment of invoices by the City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and the City as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the City as solely negligent or responsible for willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs, including but not limited to attorney’s fees, expert fees and costs of litigation.
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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subconsultants to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, or other documents relating to the disbursements charged to City and services performed hereunder (“books and records”) as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles, shall be complete and detailed, and shall be readily accessible. The City shall have full and free access to such books and records at all times during normal business hours of the City, including the right to inspect, copy, audit, and make records and transcripts. Such books and records shall be maintained for a period of three (3) years following completion of the services hereunder. The City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with the City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law, including but not limited to the California Public Records Act.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials (“documents and materials”) prepared by Consultant, its officers, employees, agents, and subconsultants in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials for its own use. Consultant shall have the right to use the concepts embodied therein. All subconsultants shall provide for assignment to the City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify the City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as “works made for hire” as defined in Title 17 Section 101 of the United States Code 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. (b) Consultant, its officers, employees, agents or subconsultants, shall not, without prior written authorization from the City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or admissions, or other information concerning the work performed under this Agreement. Response to a subpoena or court order 136
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shall not be considered “voluntary” provided Consultant immediately gives the City sufficient notice of such court order or subpoena to allow it to raise relevant objections. (c) If Consultant, or any officer, employee, agent, or subconsultant of Consultant, provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: i) Consultant shall immediately notify City should Consultant, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party; ii) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing, or similar proceeding; and, iii) Consultant agrees to cooperate fully with the City and to provide the City with sufficient opportunity to review, comment, or file appropriate objections to any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term.

7.3 Default of Consultant and Opportunity to Cure.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The 137
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notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by the City. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices without liability for interest. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, the City may immediately both terminate this Agreement with notice to Consultant, as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which the City may be entitled at law, in equity or under this Agreement. Any failure on the part of the City to give notice of Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Consultant.

7.5 Retention of Funds.

7.6 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by the City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party 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.

Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations 138
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on the City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys’ Fees.

If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorneys’ fees on any appeal, and a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, Consultants’ fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

No officer or employee of the City shall have any financial interest, direct, or indirect, in this Agreement, nor shall any such officer or employee participate in any decision relating to this Agreement which affects her/his financial interest or the financial interest of any corporation, partnership, or association 139
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in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

8.4 Unauthorized Aliens.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Bell, 6330 Pine Avenue, Bell, CA 90201, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

9.3 Counterparts and Electronic Signatures.

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures in accordance with Title 2 Section 22003 of the California 140
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Code of Regulations (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transactions Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

9.4 Integration; Amendment.

This Agreement, including the attachments hereto, is the entire, complete, and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the City participate in any decision relating to this Agreement which may affect their financial interest or the financial interest of any corporation, partnership, or association in which they are directly or indirectly interested, or in violation of any corporation, partnership, or association in which they are directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that they have not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. 141
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Consultant’s Authorized Initials ___________________
Adel M. Freij, P.E.

Director of City Engineering

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the Parties hereto warrant that: (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF BELL, a California charter city
By:
_______________________________________________
Ana Maria Quintana
Mayor

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By:
_____________________________________
Danny Aleshire
City Attorney

ATTEST:

By:
_____________________________________
Angela Bustamante
City Clerk
CONSULTANT:

Willdan Engineering, a California corporation

By:
_____________________________________
Name: Adel M. Freij, P.E.

Title: Director of City Engineering
Email: [email protected]
Address: 13191 Crossroads Parkway North, Suite 405
Industry, CA 91746
By:
_______________________________________________
Name: Jonathan Mithcell, P.E.

Title: Project Manager
Email: [email protected]
Address: 13191 Crossroads Parkway North, Suite 405
Industry, CA 91746
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Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S

SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DIGITAL SIGNATURE IN ACCORDANCE WITH CALIFORNIA CODE OF REGULATIONS TITLE 2 SECTION 22003. IN ADDITION, THE APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following services on an on-call basis:

1. Staff Augmentation

2. Project Management

3. Construction Management and Inspection

4. Civil Engineering

5. Traffic Engineering

6. As-Needed Engineering Services
No staff substitution is allowed without a written approval from the City. Consultant is expected to monitor their approved budget and notify the City of any work that is outside the Scope of Services prior to performing additional work.

1. Staff Augmentation
The Consultant shall provide on-call services to augment City Engineering staff through program management and payment support services related to the City’s Capital Improvement Program (CIP), which shall include, but not be limited to, the following:
 Perform Plan checks for CIP;
 Perform land development projects review;
 Coordinate with Planning Department and prepare Condition of Approval for projects;  Prepare City Council Reports;
 Consultant contract management;
 Issue Public Works Permits (Construction and Encroachment);  Administration of public works contracts, including preparation of RFPs, addendums, and related documents;
 Coordinate vendor solicitations, prepare bid packages, and evaluate proposals;  Right-of-Way acquisition, coordination, and support services;  Perform reference checks and prepare recommendations for contract award;  Organize and participate in project progress meetings, including preparation of and distribution of minutes;
 Coordinate and schedule required inspections, surveys, and geotechnical tests;  Monitor and review design consultant’s progress, budget and schedule, review plans, and technical specifications for completeness and constructability;  Prepare technical reports; and
 Conduct technical research, data collection, and analysis to support project delivery.

2. Project Management
The Public Works Director will serve as the contract manager and direct liaison between the consultant and Caltrans District #7 Division of Local Assistance. The Consultant shall be responsible for project management activities throughout the life of the contract and the scope of activities includes, but is not limited to, coordinating and being responsible for scheduling meetings, managing the project schedule, preparing and distributing minutes, field reviews, 145
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tracking action items for the City and consultant sub-contractors, and preparing all submissions for the City to submit to Caltrans Local Assistance.

Consultant shall ensure all work conforms with applicable City, state and federal laws, latest versions of City Design Manuals, City Standard Plans, Caltrans Manual and Policies, Caltrans Standard Plans and specifications, APWA Standard Drawings, and Standard Specifications for Public Works.

3. Construction Management and Inspection
Consultant shall provide construction management and inspection services on CIP projects including street improvements, bike paths, drainage improvements, parks, buildings, open space amenities, landscaping, traffic signals, sewer, and underground construction. Consultant shall provide experienced personnel to perform the following tasks:
 Provide full time inspection for construction activities;  Prepare daily project tracking documentation such as daily report logs, and digital photos;  Monitor construction project progress and pay reports. Review Contractor’s payment request and make recommendations for payment;
 Review, and make recommendations for change orders;
 Review and respond to Request for Information (RFIs);  Provide and maintain logs for RFIs, change orders, submittals, and related construction document
 Coordinate with utility companies;
 Monitor, evaluate, and report contractor’s labor compliance;  Monitor, evaluate, and report contractor’s environmental compliance, including preparing the Stormwater Multiple Application and Report Tracking System (SMARTS) reports and updates, and uploading them into the online database;
 Review contractor’s safety program;
 Provide Construction General Permit Qualified SWPPP Practitioner (QSP) and/or Qualified SWPPP Developer (QSD) support;
 Prepare and monitor project punch-list;
 Issue correction notices for deficiencies found, and monitor and enforce all corrective action as necessary;
 Obtain all record (As-Built) drawings;
 Prepare project and construction management procedures manual;  Host partnering sessions with the City’s construction contractor;  Prepare and process project closeout;
 Document potential contractor claims and respond to contractor potential claim correspondence citing specific contract documents and codes’  Prepare analysis of potential claims and make recommendations regarding their settlement; and
 Negotiate with contractor and assist the City to facilitate claim resolution.

Services will encompass all aspects of project development, including conceptual design, detailed engineering, surveying, regulatory compliance, and construction support. The 146
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Consultant will integrate cost management, scheduling, quality assurance, and risk assessment into all phases of the work.

The Scope of Services includes design engineering services for streets, signs and striping, bike trails, storm drains, storm drain channels, sewer, structural, and all related services. The Consultant shall also provide design and specifications for signing, striping, detour plans, and traffic control where required by the scope of work.

Consultant shall provide qualified personnel, necessary equipment, and appropriate resources to support the following services:
 Develop Plans, Specifications, and Estimates (PS&E) for a variety of capital improvement projects, including streets, bicycle facilities, storm drain systems, and sewer infrastructure;  Prepare technical studies and supporting documentation, including hydrologic and hydraulic analyses, as required for project design and compliance;  Prepare and review regulatory documents in accordance with applicable requirements, including National Pollutant Discharge Elimination System (NPDES) reports, Water Quality Management Plans (WQMP), and Storm Water Pollution Prevention Plans (SWPPP);  Site planning/grading design;
 Structural engineering (retaining wall, footing design, and etc.);  Signing and striping;
 ADA design and assessment;
 Construction support; and
 Provide record drawings.

All designs shall be prepared and submitted in a manner that ensures a complete design approved by the City Engineer with no more than three plan check submittals. Consultant must be proactive and knowledgeable of all regulations required for project acceptance. Consultant shall be an advisor, advocate, and produce a product with the best interest intended for the City within the required schedule and project budget.

5. Traffic Engineering
The Consultant shall provide traffic engineering services in support of the City’s transportation and infrastructure projects. Services may include, but are not limited to:
 Preparation of traffic studies, including traffic impact analyses, circulation studies, and level of service (LOS) evaluations;
 Development of traffic control plans (TCPs) and detour plans for construction projects, maintenance activities, and City-sponsored events or special activities;  Design and evaluation of signage, striping, and pavement markings;  Traffic signal design, modification, and timing analysis;  Speed studies, traffic counts, and traffic calming evaluations;  Parking studies and assessments;
 Preparation of plans, specifications, and cost estimates (PS&E);  Coordination with City staff, utility agencies, and other stakeholders; and  Assistance with grant applications and supporting traffic data analysis.

All services shall be performed in accordance with applicable local, state, and federal standards and guidelines.
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6. As-Needed Engineering services
Additional engineering services may be requested by the City as needed. The Consultant will provide a scope and fee for approval, and work will be initiated upon execution of an Engagement Letter.

II. Consultant must perform all on-call services in compliance with the following requirements:

C. The Contract Officer shall in writing approve, modify or reject the Task Proposal, and may issue a Task Order.

D. The task shall be performed at a cost not to exceeding the Task Budget.

E. Consultant shall complete the task and deliver all deliverables to the Contract Officer by the Task Completion Date.

III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by the City.

IV. Consultant will utilize personnel approved by the City to perform the services in this Agreement.
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EXHIBIT “B”

CONTRACT MODIFICATIONS
(Superseding Contract Boilerplate)
None.
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EXHIBIT “C”

A. Line items for all personnel describing the work performed, the number of hours worked (billed in increments of quarter hours (0.25 hours)), and the hourly rate.

B. Line items for all materials and equipment properly charged to the services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

No mark-up on expenses may be added.

II. The total compensation for all services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

III. Consultant’s billing rates for any hourly services are set forth in Exhibit “C-1”. 150
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EXHIBIT “C-1”

CONSULTANT BILLING RATES
Effective July 1, 2026 to October 14, 2028

DESIGN ENGINEERING
Technical Aide $86
Technical Aide II $110
Technical Aide III $128
CAD Operator I $136
CAD Operator II $158
CAD Operator III $176
GIS Analyst I $169
GIS Analyst II $185
GIS Analyst III $193
Environmental Analyst I $154
Environmental Analyst II $171
Environmental Analyst III $183
Environmental Specialist $197
Designer I $180
Designer II $187
Senior Designer I $196
Senior Designer II $205
Design Manager $212
Senior Design Manager $219
Plans Reviewer I $160
Plans Reviewer II $178
Senior Plans Reviewer $195
Project Manager I $206
Project Manager II $229
Project Manager III $248
Project Manager IV $264
Principal Project Manager $277
Assistant Engineer I $151
Assistant Engineer II $165
Assistant Engineer III $175
Assistant Engineer IV $186
Associate Engineer I $195
Associate Engineer II $204
Associate Engineer III $209
Senior Engineer I $212
Senior Engineer II $217
Senior Engineer III $220
Senior Engineer IV $224
Supervising Engineer $238
Traffic Engineer I $238
Traffic Engineer II $266
City Engineer I $254
City Engineer II $266
Deputy Director $284
Director $300
Principal Engineer $342

BUILDING AND SAFETY
Code Enforcement Technician $113
Code Enforcement Officer $129
Senior Code Enforcement Officer $152
Supervisor Code Enforcement $184
Fire Plans Examiner $184
Senior Fire Plans Examiner $201
Fire Inspector $169
Senior Fire Inspector $184
Fire Marshal $217
Plans Examiner Aide $121
Plans Examiner $184
Senior Plans Examiner $201
Assistant Construction Permit
Specialist $129
Construction Permit Specialist $135
Senior Construction Permit Specialist $160
Supervising Construction Permit
Specialist $169
Assistant Building Inspector $152
Building Inspector $169
Senior Building Inspector $184
Supervising Building Inspector $201
Inspector of Record $215
Assistant Building Official $191
Deputy Building Official $218
Building Official $228
Plan Check Engineer $211
Supervising Plan Check Engineer $213
Principal Project Manager $277
Deputy Director $284
Director $300

PLANNING
CDBG Technician $100
CDBG Specialist $118
CDBG Analyst $136
Sr. CDBG Analyst $145
CDBG Coordinator $161
CDBG Manager $194
Housing Specialist $143
Housing Program Coordinator $161
Planning Technician $139
Assistant Planner $173
Associate Planner $187
Senior Planner $213
Principal Planner $222
Planning Manager $235
Deputy Director $284
Director $300

CONSTRUCTION SERVICES
Labor Compliance Specialist $155
Senior Labor Compliance
Specialist $170
Assistant Labor Compliance
Manager $186
Labor Compliance Manager $206
Utility Coordinator $178
Office Engineer I $156
Office Engineer II $170
Assistant Construction Manager $178
Construction Manager $197
Senior Construction Manager $214
Resident Engineer I $222
Resident Engineer II $230
Project Manager IV $264
Deputy Director $284
Director $300

INSPECTION SERVICES
Public Works Observer ** $140
Public Works Observer *** $179
Senior Public Works Observer** $152
Senior Public Works Observer *** $179

MAPPING AND EXPERT SERVICES
Survey Analyst I $156
Survey Analyst II $180
Senior Survey Analyst $193
Supervisor - Survey & Mapping $216
Principal Project Manager $277

LANDSCAPE ARCHITECTURE
Assistant Landscape Architect $162
Associate Landscape Architect $187
Senior Landscape Architect $205
Principal Landscape Architect $218
Principal Project Manager $277

ADMINISTRATIVE
Administrative Assistant I $108
Administrative Assistant II $130
Administrative Assistant III $152
Project Accountant I $122
Project Accountant II $143
Project Controller I $152
Project Controller II $172
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** For Non-Prevailing Wage Project *** For Prevailing Wage Project Mileage/Field Vehicle usage will be charged at the rate in accordance with the current FTR mileage reimbursement rate, subject to negotiation.

Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.5 times, and Sundays and holidays, 2.0 times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%). A sub consultant management fee of fifteen percent (15%) will be added to the direct cost of all sub consultant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2026 thru October 14, 2028, thereafter, the rates may be raised once per year to the value between the 12-month % change of the Consumer Price Index for the Los Angeles/Orange County/Sacramento/San Francisco/San Jose area and five percent. For prevailing wage classifications, the increase will be per the prevailing wage increase set by the California Department of Industrial Relations.
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EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform the services on an on-call basis as set forth in Exhibit “A”.

II. Consultant shall deliver the following tangible work products to the City by the following dates.

A. As identified in any Task Order.
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EXHIBIT E

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its officers, agents, representatives, and employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Consultant provides written verification it has no employees)

5. Cyber: Consultant shall procure and maintain for the duration of the Agreement insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant, its officers, agents, representatives, or employees. Consultant shall procure and maintain for the duration of the Agreement insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

Consultant shall procure and maintain cyber liability insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 154
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If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named 155
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insured or the City. The CGL and any policies, including Excess liability policies, may not be subject to a SIR or deductible that exceeds $25,000 unless approved in writing by the City. Any and all deductibles and SIRs shall be the sole responsibility of Consultant or subconsultant who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. The City may deduct from any amounts otherwise due Consultant to fund the SIR/deductible. Policies shall NOT contain any self-SIR provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. The City reserves the right to obtain a copy of any policies and endorsements for verification.

Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract for the work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Effective Date of the Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after the completion of work.

Duration of Coverage
CGL and Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of five (5) years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract for the work. 156
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Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 157
01135.0006 2194245.3 10/1/2026

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF BELL
and
MARK THOMAS & COMPANY, INC.

ATTACHMENT D
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01135.0006 2194245.3 10/1/2026 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND
MARK THOMAS & COMPANY, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ___ day of October, 2026 (“Effective Date”) by and between the City of Bell, a California charter city (“City”) and Mark Thomas & Company, Inc., a California corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. The City desires to contract with a Consultant to provide services on an on-call basis as more further set forth herein.

B. The City circulated a Request for Quotes or Proposals for the above-described services.

C. Consultant submitted a quote or proposal to City to provide the above-described services.

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

1.2 Consultant’s Proposal.

The Scope of Services shall include the scope of services or work included in Consultant’s proposal or bid, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal or bid, and this Agreement, the terms of this 159
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Agreement shall govern. No other terms and conditions from Consultant’s proposal or bid, other than description of scope of services or work, shall apply to this Agreement, unless specifically agreed to by the City in writing.

1.3 Compliance with Law.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in California Labor Code Section 1720, and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR.

Consultant shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by California Labor Code Section 1771. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subconsultant.
(d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions of California Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, 160
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Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide the City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by California Labor Code Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours.

Regional Director & Associate Principal

1.5 Licenses, Permits, Fees and Assessments.

1.6 Familiarity with Work.

1.7 Software and Computer Services.

1.8 Care of Work.

1.9 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible for the service of the other. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique 162
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or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

1.10 Additional Services.

1.11 Contract Modifications.

1.12 Campaign Contributions
This Agreement is subject to Government Code section 84308 (commonly known as the Levine Act), as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024), unless otherwise exempt under subpart (a)(5)(B) of that section. Consultant shall disclose any contribution to an elected or appointed City official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form to City prior to, or concurrent with, Consultant's execution of this Agreement and no later than the Commencement Date.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the rates specified in Exhibit “C”, Schedule of Compensation and/or within any Task Order. The total compensation for all work, including reimbursement for actual expenses, shall not exceed One Million One Hundred Thousand Dollars and Zero Cents ($1,100,000.00) for the duration of the Term of this Agreement (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. Compensation may 163
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include reimbursement, for actual and necessary expenditures, if both are specified in the quote or Task Order, as well as approved by the City in advance.

2.2 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subconsultant expenses of an approved subconsultant pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with the City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.3 Invoices.

2.4 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years from the date hereof (“Term”), except as otherwise provided in the Schedule of Performance (as shown on Exhibit “D” attached hereto). There are no extensions provided under this Agreement. Any extension of the Term shall require an amendment to this Agreement and City Council approval. 164
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3.3 Schedule of Performance.

3.4 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement under this Section, however caused. Consultant’s sole remedy will be an extension of the Term of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

Pat Somerville, P.E., Regional Director & Associate Principal The Consultant Representative is authorized to act on Consultant’s behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability, and reputation of the representative was a substantial inducement for the City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of the City.

4.2 Status of Consultant.

Consultant shall have no authority to bind the City in any manner, or to incur any obligation, debt, or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority 165
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is expressly conferred under this Agreement or is otherwise expressly conferred in writing by the City.

4.3 Contract Officer.

4.4 Independent Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability, and reputation of Consultant, its principals, and employees were a substantial inducement for the City to enter into this Agreement. Therefore, without express written approval of the City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without the express written approval of the City, and neither this Agreement nor any interest herein may be assigned, transferred, pledged, encumbered, or hypothecated, voluntarily or by operation of law, without the prior written approval of the City. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of the City.
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ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Prior to commencement of any services under this Agreement, and without limiting Consultant’s indemnification obligation to the City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to the City, for the duration of the Agreement, primary policies of insurance of the type and amounts set forth in the “Insurance Requirements” attached hereto as Exhibit “E” and incorporated herein by this reference.

Further Provisions. The indemnity obligation herein shall be binding on successors, assigns, and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subconsultants, and if Consultant fails to do so Consultant shall be fully responsible to indemnify the City hereunder therefor. Failure of the City and/or City Parties (collectively “City” for solely this Section 5.2(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. Payment of invoices by the City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and the City as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the City as solely negligent or responsible for willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs, including but not limited to attorney’s fees, expert fees and costs of litigation.
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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials (“documents and materials”) prepared by Consultant, its officers, employees, agents, and subconsultants in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials for its own use. Consultant shall have the right to use the concepts embodied therein. All subconsultants shall provide for assignment to the City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify the City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as “works made for hire” as defined in Title 17 Section 101 of the United States Code 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. (b) Consultant, its officers, employees, agents or subconsultants, shall not, without prior written authorization from the City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or admissions, or other information concerning the work performed under this Agreement. Response to a subpoena or court order 168
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shall not be considered “voluntary” provided Consultant immediately gives the City sufficient notice of such court order or subpoena to allow it to raise relevant objections. (c) If Consultant, or any officer, employee, agent, or subconsultant of Consultant, provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: i) Consultant shall immediately notify City should Consultant, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party; ii) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing, or similar proceeding; and, iii) Consultant agrees to cooperate fully with the City and to provide the City with sufficient opportunity to review, comment, or file appropriate objections to any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term.

7.3 Default of Consultant and Opportunity to Cure.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The 169
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notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by the City. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices without liability for interest. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, the City may immediately both terminate this Agreement with notice to Consultant, as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which the City may be entitled at law, in equity or under this Agreement. Any failure on the part of the City to give notice of Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Consultant.

7.5 Retention of Funds.

7.6 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by the City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party 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.

Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations 170
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on the City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys’ Fees.

If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorneys’ fees on any appeal, and a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, Consultants’ fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

No officer or employee of the City shall have any financial interest, direct, or indirect, in this Agreement, nor shall any such officer or employee participate in any decision relating to this Agreement which affects her/his financial interest or the financial interest of any corporation, partnership, or association 171
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in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

8.4 Unauthorized Aliens.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Bell, 6330 Pine Avenue, Bell, CA 90201, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

9.3 Counterparts and Electronic Signatures.

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures in accordance with Title 2 Section 22003 of the California 172
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Code of Regulations (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transactions Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

9.4 Integration; Amendment.

This Agreement, including the attachments hereto, is the entire, complete, and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the City participate in any decision relating to this Agreement which may affect their financial interest or the financial interest of any corporation, partnership, or association in which they are directly or indirectly interested, or in violation of any corporation, partnership, or association in which they are directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that they have not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. 173
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Consultant’s Authorized Initials ___________________
Pat Somerville, P.E.

Regional Director & Associate Principal

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the Parties hereto warrant that: (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF BELL, a California charter city
By:
_______________________________________________
Ana Maria Quintana
Mayor

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By:
_____________________________________
Danny Aleshire
City Attorney

ATTEST:

By:
_____________________________________
Angela Bustamante
City Clerk
CONSULTANT:

Mark Thomas & Company, Inc.

By:
_____________________________________
Name: Pat Somerville, P.E.

Title: Associate Principal
Email: [email protected]
Address: 515 S. Flower Street, 18th Floor
Los Angeles, CA 90071
By:
_______________________________________________
Name: David A. Moritz, P.L.S.

Title: Executive Vice President/Principal
Email: [email protected]
Address: 515 S. Flower Street, 18th Floor
Los Angeles, CA 90071

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Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S

SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DIGITAL SIGNATURE IN ACCORDANCE WITH CALIFORNIA CODE OF REGULATIONS TITLE 2 SECTION 22003. IN ADDITION, THE APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following services on an on-call basis:

1. Staff Augmentation;

2. Project Management;

3. Construction Management and Inspection Services;

4. Civil Engineering Services;

5. Traffic Engineering;

6. Surveying and Mapping;

7. Landscape Architecture;

8. Architectural Design;

9. Environmental Compliance;

10. Grant Administration; and

11. As-Needed Engineering Services.

No staff substitution is allowed without a written approval from the City. Consultant is expected to monitor their budget and notify the City of any work that is outside the Scope of Services prior to performing additional work.

1. Staff Augmentation
The Consultant shall provide on-call services to augment City Engineering staff through program management and payment support services related to the City’s Capital Improvement Program (CIP), which shall include, but not be limited to, the following:
 Perform Plan checks for CIP;
 Perform land development projects review;
 Coordinate with Planning Department and prepare Condition of Approval for projects;  Prepare City Council Reports;
 Consultant contract management;
 Issue Public Works Permits (Construction and Encroachment);  Administration of public works contracts, including preparation of RFPs, addendums, and related documents;
 Coordinate vendor solicitations, prepare bid packages, and evaluate proposals;  Right-of-Way acquisition, coordination, and support services;  Perform reference checks and prepare recommendations for contract award;  Organize and participate in project progress meetings, including preparation of and distribution of minutes;
 Coordinate and schedule required inspections, surveys, and geotechnical tests;  Monitor and review design consultant’s progress, budget and schedule, review plans, and technical specifications for completeness and constructability;
 Prepare technical reports; and
 Conduct technical research, data collection, and analysis to support project delivery. 177
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3. Construction Management and Inspection
Consultant shall provide construction management and inspection services on CIP projects including street improvements, bike paths, drainage improvements, parks, buildings, open space amenities, landscaping, traffic signals, sewer, and underground construction. Consultant shall provide experienced personnel to perform the following tasks:
 Provide full time inspection for construction activities;  Prepare daily project tracking documentation such as daily report logs, and digital photos;  Monitor construction project progress and pay reports. Review Contractor’s payment request and make recommendations for payment;
 Review, and make recommendations for change orders;
 Review and respond to Request for Information (RFIs);  Provide and maintain logs for RFIs, change orders, submittals, and related construction document  Coordinate with utility companies;
 Monitor, evaluate, and report contractor’s labor compliance;  Monitor, evaluate, and report contractor’s environmental compliance, including preparing the Stormwater Multiple Application and Report Tracking System (SMARTS) reports and updates, and uploading them into the online database;
 Review contractor’s safety program;
 Provide Construction General Permit Qualified SWPPP Practitioner (QSP) and/or Qualified SWPPP Developer (QSD) support;
 Prepare and monitor project punch-list;
 Issue correction notices for deficiencies found, and monitor and enforce all corrective action as necessary;
 Obtain all record (As-Built) drawings;
 Prepare project and construction management procedures manual;  Host partnering sessions with the City’s construction contractor;  Prepare and process project closeout;
 Document potential contractor claims and respond to contractor potential claim correspondence citing specific contract documents and codes;
 Prepare analysis of potential claims and make recommendations regarding their settlement; and  Negotiate with contractor and assist the City to facilitate claim resolution.

4. Civil Engineering
The Consultant will provide comprehensive civil engineering services to support the City in planning, design, and implementation of public infrastructure and public facility projects. Services will encompass 178
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all aspects of project development, including conceptual design, detailed engineering, surveying, regulatory compliance, and construction support. The Consultant will integrate cost management, scheduling, quality assurance, and risk assessment into all phases of the work.

5. Traffic Engineering
The Consultant shall provide traffic engineering services in support of the City’s transportation and infrastructure projects. Services may include, but are not limited to:
 Preparation of traffic studies, including traffic impact analyses, circulation studies, and level of service (LOS) evaluations;
 Development of traffic control plans (TCPs) and detour plans for construction projects, maintenance activities, and City-sponsored events or special activities;  Design and evaluation of signage, striping, and pavement markings;  Traffic signal design, modification, and timing analysis;  Speed studies, traffic counts, and traffic calming evaluations;  Parking studies and assessments;
 Preparation of plans, specifications, and cost estimates (PS&E);  Coordination with City staff, utility agencies, and other stakeholders; and  Assistance with grant applications and supporting traffic data analysis.

All services shall be performed in accordance with applicable local, state, and federal standards and guidelines.
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6. Surveying and Mapping
The Consultant shall provide surveying and mapping services in support of the City’s infrastructure and development projects. Services may include, but are not limited to:
 Boundary surveys, topographic surveys, and road alignment surveys;  Surveys to support the design of roadway, utility, and structural improvement projects;  Construction staking and construction surveys for City projects;  Preparation of mapping and CAD deliverables;
 Geographic Information System (GIS) mapping and data collection;  Preparation of easement documents, including dedications, vacations, and quitclaims;  Title and records research related to right-of-way engineering, property acquisitions, and easements  Preparation of centerline ties and legal descriptions;  Review of tentative and final parcel maps and tract maps; and  Preparation of Records of Survey, parcel maps, tract maps, lot line adjustments, and other survey documents.

All surveying services shall be performed under the responsible charge of a professional licensed to practice land surveying in the State of California and shall conform to the requirements of the California Land Surveyors Act.

7. Landscape Architecture
The Consultant shall provide landscape architectural services in support of the City’s capital improvement and development projects. Services may include, but are not limited to:
 Preparation of landscape and hardscape concept designs for streetscapes, parks, medians, and public facilities;
 Development of planting plans, including plant selection, soil preparation, and specifications appropriate to site conditions and sustainability goals;  Design of irrigation systems, including water-efficient systems in compliance with applicable water conservation requirements;
 Preparation of final grading plans and surface treatment specifications;  Landscape lighting design, including fixture selection, layout, and photometric considerations;  Preparation of construction documents, including plans, specifications, and cost estimates (PS&E);  Coordination with civil, structural, and other disciplines to ensure integrated project design;  Assistance during bidding, including responding to RFIs and evaluating contractor inquiries;  Construction support services, including site observations and review of work for conformance with plans and specifications;
 Review and approval of material samples, plant stock, and landscaping-related submittals; and  Compliance support with applicable local, state, and federal regulations, including water use and accessibility requirements.

All services shall be performed in accordance with applicable standards and under the supervision of a licensed landscape architect in the State of California.

8. Architecture Design
The Consultant shall provide professional architectural services through a California-licensed architect to support the City’s facility and infrastructure projects. Services may include, but are not limited to:
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 Review and evaluation of zoning requirements, building codes, and other applicable regulatory constraints for proposed project sites;
 Development of conceptual and preliminary design alternatives;  Preparation of preliminary opinions of probable construction cost;  Advancement of designs through schematic, design development, and final construction phases;  Preparation of complete construction documents, including plans and technical specifications for bidding;
 Preparation of final construction cost estimates;
 Assistance during the bidding phase, including responding to bidder questions and evaluating proposals;
 Construction phase support, including responding to RFIs, reviewing submittals, and providing general design clarification;
 Assistance with the selection and specification of furniture, fixtures, and equipment (FF&E), as required
All services shall be performed in accordance with applicable local, state, and federal regulations.

9. Environmental Compliance
The Consultant shall provide environmental compliance and permitting services necessary to support the planning, design, and construction of City projects. Services may include, but are not limited to:
 Identification of all required environmental clearances, permits, and approvals applicable to each project;
 Preparation and submittal of permit applications and supporting documentation to federal, state, regional, and local regulatory agencies;
 Preparation of environmental documentation in accordance with the California Environmental Quality Act (CEQA) and, when applicable, the National Environmental Policy Act (NEPA), including all necessary technical studies;
 Development of a comprehensive permitting strategy and schedule to ensure timely acquisition of approvals prior to construction;
 Preparation of administrative draft and final environmental documents for City review, including incorporation of comments from the City and regulatory agencies;  Coordination with regulatory agencies and stakeholders throughout the environmental review and permitting process;
 Management of public review requirements, including preparation of notices, responses to comments, and participation in public meetings or hearings, as required; and  Ongoing support to ensure compliance with permit conditions during project design and construction phases
All services shall be performed in accordance with applicable federal, state, and local environmental regulations and guidelines.

10. Grant Administration
The Consultant shall provide grant administration services to support the City in securing, managing, and maintaining compliance for funding associated with capital improvement and infrastructure projects.

Services may include, but are not limited to:
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 Identification and evaluation of potential funding opportunities from local, regional, state, and federal sources;
 Preparation and submittal of grant applications, including development of supporting technical documentation and financial data;
 Ongoing grant administration, including monitoring project compliance with funding requirements and conditions
 Preparation of progress reports, reimbursement requests, and other required documentation for funding agencies;
 Coordination with funding agencies, including but not limited to Caltrans, the Federal Highway Administration (FHWA), and other applicable entities;
 Preparation and processing of required documentation in accordance with the Caltrans Local Assistance Procedures Manual (LAPM), including but not limited to:
a) Authorization requests for various project phases;
b) Field review documentation;
c) Right-of-way certifications;
d) Utility relocation clearances;
e) Project award documentation; and
f) Project closeout and completion packages.
 Development and monitoring of Disadvantaged Business Enterprise (DBE) participation goals, as required by funding programs;
 Assistance with project audits and file reviews conducted by funding agencies, including Caltrans, FHWA, or other oversight entities; and
 General financial consulting support related to project funding, budgeting, and compliance.

The Consultant shall demonstrate familiarity with applicable funding guidelines and ensure that all services are performed in accordance with relevant regulatory and agency requirements.

11. As-Needed Engineering services
Additional engineering services may be requested by the City as needed. The Consultant will provide a scope and fee for approval, and work will be initiated upon execution of an Engagement Letter / Task Order.

II. Consultant must perform all on-call services in compliance with the following requirements:

D. The task shall be performed at a cost not to exceeding the Task Budget.

E. Consultant shall complete the task and deliver all deliverables to the Contract Officer by the Task Completion Date.

III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by the City.

IV. Consultant will utilize personnel approved by the City to perform the services in this Agreement.
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EXHIBIT “B”

CONTRACT MODIFICATIONS
(Superseding Contract Boilerplate)
Deleted text is indicated in strikethrough and added text in bold italics.

Section 1.1 is hereby amended as follows:

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants: a) it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement; b) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; c) all materials used for services will be both of good quality as well as fit for the purpose intended; and, d) Consultant shall follow the highest professional standards and practices in performing the services required hereunder. Individual tasks under the Scope of Services shall be established on a per project basis and as set forth in a task order issued by the City (each, a “Task Order”). Upon request by the City, the Consultant shall provide a detailed task proposal, including pricing consistent with those hourly rates as provided in Article II, below. Consultant shall not commence work until a Task Order is issued by the City authorizing the Consultant to perform such work
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EXHIBIT “C”

A. Line items for all personnel describing the work performed, the number of hours worked (billed in increments of quarter hours (0.25 hours)), and the hourly rate.

B. Line items for all materials and equipment properly charged to the services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

II. The total compensation for all services shall not exceed the Contract Sum provided in Section

2.1 of this Agreement.

III.Consultant’s billing rates for any hourly services are set forth in Exhibit “C-1”. 185
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EXHIBIT “C-1”
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EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform the services on an on-call basis as set forth in Exhibit “A”.

II. Consultant shall deliver the following tangible work products to the City by the following dates.

A. As identified in any Task Order.
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EXHIBIT E

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Consultant provides written verification it has no employees)

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained 188
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by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or the City. The CGL and any policies, including Excess liability policies, may not be subject to a SIR or deductible that exceeds $25,000 unless approved in writing by the City. Any and all deductibles and 189
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SIRs shall be the sole responsibility of Consultant or subconsultant who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. The City may deduct from any amounts otherwise due Consultant to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. The City reserves the right to obtain a copy of any policies and endorsements for verification.

Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the Agreement or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract for the work.

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF BELL
and
JOHN L. HUNTER & ASSOCIATES, INC.

ATTACHMENT E
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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND
JOHN L. HUNTER & ASSOCIATES, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of October, 2026 (“Effective Date”) by and between the City of Bell, a California charter city (“City”) and John L. Hunter & Associates, Inc., a California corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the on-call services defined and described herein.

C. Pursuant to the City of Bell Municipal Code and California state law, City has authority to enter into and execute this Agreement.

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

1.2 Consultant’s Proposal.

The Scope of Services shall include the scope of services or work included in Consultant’s proposal or bid, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal or bid, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Consultant’s proposal or bid, other than description of scope of services or work, shall apply to this Agreement, unless specifically agreed to by the City in writing.

1.3 Compliance with Law.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in California Labor Code Section 1720, and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR.

Consultant shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by California Labor Code Section 1771. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subconsultant.
(d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify 193
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and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions of California Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide the City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by California Labor Code Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours.

Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subconsultant’s compliance, including without limitation, conducting a review of the certified payroll records of the subconsultant on a periodic basis or upon becoming aware of the failure of the subconsultant 194
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to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subconsultant.

1.5 Licenses, Permits, Fees and Assessments.

1.6 Familiarity with Work.

1.7 Software and Computer Services.

1.8 Care of Work.

1.9 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible for the service of the other. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any 195
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facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

1.10 Additional Services.

The City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer (as defined below) to the Consultant, incorporating therein any adjustment in: (i) the Contract Sum (or a portion of the compensation due to Consultant) for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or Twenty-Five Thousand Dollars ($25,000), whichever is less; or, any increase in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. The City may, in its sole and absolute discretion, have similar work done by other consultants / contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 Contract Modifications.

1.12 Campaign Contributions
This Agreement is subject to Government Code section 84308 (commonly known as the Levine Act), as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024), unless otherwise exempt under subpart (a)(5)(B) of that section. Consultant shall disclose any contribution to an elected or appointed City official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form to City prior to, or concurrent with, Consultant's execution of this Agreement and no later than the Commencement Date.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.
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Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the flat fee and/or rates specified in Exhibit “C”, Schedule of Compensation and/or within any Task Order. The total compensation for all work, including reimbursement for actual expenses, shall not exceed Six Hundred Thousand Dollars and Zero Cents ($600,000.00) for the duration of the Term of this Agreement (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. Compensation may include reimbursement, for actual and necessary expenditures, if both are specified in the quote or Task Order, as well as approved by the City in advance.

2.2 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subconsultant expenses of an approved subconsultant pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with the City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.3 Invoices.

2.4 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement. 197
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3.2 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years from the date hereof (“Term”), except as otherwise provided in the Schedule of Performance (as shown on Exhibit “D” attached hereto). There are no extensions provided under this Agreement. Any extension of the Term shall require an amendment to this Agreement and City Council approval.

3.3 Schedule of Performance.

3.4 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement under this Section, however caused. Consultant’s sole remedy will be an extension of the Term of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

Cameron McCullough
Director and Project Manager
The Consultant’s representative is authorized to act on Consultant’s behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability, and reputation of the representative was a substantial inducement for the City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be 198
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replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of the City.

4.2 Status of Consultant.

4.3 Contract Officer.

4.4 Independent Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability, and reputation of Consultant, its principals, and employees were a substantial inducement for the City to enter into this Agreement. Therefore, without express written approval of the City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without the express written approval of the City, and neither this Agreement 199
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nor any interest herein may be assigned, transferred, pledged, encumbered, or hypothecated, voluntarily or by operation of law, without the prior written approval of the City. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of the City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Further Provisions. The indemnity obligation herein shall be binding on successors, assigns, and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subconsultants, and if Consultant fails to do so Consultant shall be fully responsible to indemnify the City hereunder therefor. Failure of the City and/or City Parties (collectively “City” for solely this Section 5.2(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. Payment of invoices by the City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and the City as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the City as solely negligent or responsible for willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs, including but not limited to attorney’s fees, expert fees and costs of litigation.
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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials (“documents and materials”) prepared by Consultant, its officers, employees, agents, and subconsultants in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials for its own use. Consultant shall have the right to use the concepts embodied therein. All subconsultants shall provide for assignment to the City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify the City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as “works made for hire” as defined in Title 17 Section 101 of the United States Code 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. (b) Consultant, its officers, employees, agents or subconsultants, shall not, without prior written authorization from the City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or admissions, or other information concerning the work performed under this Agreement. Response to a subpoena or court order 201
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shall not be considered “voluntary” provided Consultant immediately gives the City sufficient notice of such court order or subpoena to allow it to raise relevant objections. (c) If Consultant, or any officer, employee, agent, or subconsultant of Consultant, provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: i) Consultant shall immediately notify City should Consultant, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party; ii) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing, or similar proceeding; and, iii) Consultant agrees to cooperate fully with the City and to provide the City with sufficient opportunity to review, comment, or file appropriate objections to any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term.

7.3 Default of Consultant and Opportunity to Cure.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The 202
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notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by the City. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices without liability for interest. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, the City may immediately both terminate this Agreement with notice to Consultant, as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which the City may be entitled at law, in equity or under this Agreement. Any failure on the part of the City to give notice of Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Consultant.

7.5 Retention of Funds.

7.6 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by the City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party 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.

Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations 203
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on the City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys’ Fees.

If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorneys’ fees on any appeal, and a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, Consultants’ fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

No officer or employee of the City shall have any financial interest, direct, or indirect, in this Agreement, nor shall any such officer or employee participate in any decision relating to this Agreement which affects her/his financial interest or the financial interest of any corporation, partnership, or association 204
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in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

8.4 Unauthorized Aliens.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Bell, 6330 Pine Avenue, Bell, CA 90201, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

9.3 Counterparts and Electronic Signatures.

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures in accordance with Title 2 Section 22003 of the California 205
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Code of Regulations (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transactions Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

9.4 Integration; Amendment.

This Agreement, including the attachments hereto, is the entire, complete, and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the City participate in any decision relating to this Agreement which may affect their financial interest or the financial interest of any corporation, partnership, or association in which they are directly or indirectly interested, or in violation of any corporation, partnership, or association in which they are directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that they have not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. 206
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Consultant’s Authorized Initials ___________________
Cameron McCullough
Director and Project Manager

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the Parties hereto warrant that: (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF BELL, a California charter city
By: _____________________________________
Ana Maria Quintana
Mayor

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By:
_____________________________________
Danny Aleshire
City Attorney

ATTEST:

By: ________________________________
Angela Bustamante
City Clerk
CONSULTANT:

JOHN L. HUNTER AND ASSOCIATES, a California
corporation

By: ___________________________________
Name: Cameron McCullough
Title: Director and Project Manager
Email: [email protected]
Address: 6131 Orangethorpe Ave, Buena Park, CA 90620

By: _________________________________
Name: Jillian Brickey
Title: Project Manager
Email: [email protected]
Address: 6131 Orangethorpe Ave, Buena Park, CA 90620

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Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S

SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DIGITAL SIGNATURE IN ACCORDANCE WITH CALIFORNIA CODE OF REGULATIONS TITLE 2 SECTION 22003. IN ADDITION, THE APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following services on an on-call basis:

A. Water Quality and National Pollutant Discharge Elimination System (NPDES) Compliance Services.

Consultant shall provide water quality and NPDES compliance services to support the City’s projects and regulatory requirements. Services may include, but are not limited to:
 Monitoring, evaluating, and documenting contractor compliance with environmental and stormwater regulations during construction activities;
 Preparation, review, and electronic submittal of required reports through the State Water Resources Control Board’s Stormwater Multiple Application and Report Tracking System (SMARTS);
 Review and comment on Storm Water Pollution Prevention Plans (SWPPP) and Water Pollution Control Programs (WPCP);
 Provision of Qualified SWPPP Practitioner (QSP) and/or Qualified SWPPP Developer (QSD) services, as required;
 Conducting site inspections and preparing compliance reports in accordance with applicable permits;
 Development and implementation of Best Management Practices (BMPs) for erosion, sediment, and pollutant control;
 Coordination with regulatory agencies and support during inspections or audits; and  Assistance with compliance related to municipal stormwater permits (MS4), as applicable.

All services shall be performed in accordance with applicable local, state, and federal regulations.

II. Consultant must perform all on-call services in compliance with the following requirements:

C. Contract Officer shall in writing approve, modify or reject the Task Proposal, and may issue a Task Order.
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D. The task shall be performed at a cost not to exceeding the Task Budget.

E. Consultant shall complete the task and deliver all deliverables to the Contract Officer by the Task Completion Date.

III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by the City.

IV.Consultant will utilize personnel approved by the City to accomplish the services in this Agreement.
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EXHIBIT “B”

CONTRACT MODIFICATIONS
(Superseding Contract Boilerplate)
None.
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EXHIBIT “C”

A. Line items for all personnel describing the work performed, the number of hours worked (billed in increments of quarter hours (0.25 hours)), and the hourly rate.

B. Line items for all materials and equipment properly charged to the services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

No mark-up on expenses may be added.

II. The total compensation for all services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

III. Consultant’s billing rates for any hourly services are set forth in Exhibit “C-1”. 213
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EXHIBIT “C-1”

CONSULTANT BILLING RATES
Company title Rate ($/hr)
Principal $239
Director $226
Senior Program Manager $213
Program Manager, Senior Engineer $199
Assistant Program Manager, Engineer $178
Lead Specialist, Lead Analyst $168
Senior Specialist, Senior Analyst $157
Specialist II, Analyst II $146
Specialist I, Analyst I $135
Administrative Assistant or Laborer $88
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EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform the services on an on-call basis as set forth in Exhibit “A”.

II. Consultant shall deliver the following tangible work products to the City by the following dates.

A. As identified in any Task Order.
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EXHIBIT “E”

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Consultant provides written verification it has no employees)

5. Cyber: Consultant shall procure and maintain for the duration of this Agreement insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant, its officers, agents, representatives, or employees. Consultant shall procure and maintain for the Term of this Agreement insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained 216
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by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Self-Insured Retentions
SIRs must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or the City. The CGL and any policies, including Excess liability policies, may not be subject to a SIR or deductible that exceeds $25,000 unless approved in writing by the City. Any and all deductibles and SIRs shall be the sole 217
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responsibility of Consultant or subconsultant who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. The City may deduct from any amounts otherwise due Consultant to fund the SIR/deductible. Policies shall NOT contain any SIR provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. The City reserves the right to obtain a copy of any policies and endorsements for verification.

Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of this Agreement or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work.

Bell City CouncilOctober 14, 2026

Bell City Council
October 14, 2026