Attachment 5 - CC Agreement 2025-172 — Camarillo City Council, May 13, 2026

CITY OF CAMARILLO

PROFESSIONAL SERVICES AGREEMENT
With
UNICO ENGINEERING, INC.

FOR

PLEASANT VALLEY ROAD BIKE LANES
PROJECT NO. ST-5006, CML-5393(036)

CONSTRUCTION MANAGEMENT, INSPECTION SERVICES AND

MATERIALS TESTING

CC Agreement 2025-172

Form Approved April 2021 i

TABLE OF CONTENTS
Page No.

Section 1.

Term of Agreement. .............................................................................................. 1 Section 2. Scope and Performance of Services. .................................................................... 1 Section 3. Additional Services and Changes in Services. ...................................................... 2 Section 4. Familiarity with Services and Site. ......................................................................... 2 Section 5. Compensation and Payment. ................................................................................ 2 Section 6. Required Documentation Prior to Performance. .................................................... 3 Section 7. Time of Performance; Excusable Delays; Extensions. .......................................... 3 Section 8. Cooperation by Local Agency. .............................................................................. 4 Section 9. Project Documents. ............................................................................................... 4 Section 10. Confidential Information; Release of Information. ................................................. 4 Section 11. Consultant’s Books and Records. ......................................................................... 5 Section 12. Status of Consultant. ............................................................................................. 5 Section 13. Compliance with Applicable Laws. ........................................................................ 6 Section 14. Unauthorized Aliens. ............................................................................................. 6 Section 15. Conflicts of Interest. ............................................................................................ ... 6 Section 16. Indemnification. .................................................................................................. ... 7 Section 17. Insurance. ........................................................................................................ ...... 8 Section 18. Assignment. ....................................................................................................... .... 9 Section 19. Default; Limitations on Liability. ............................................................................. 9 Section 20. Termination of Agreement. .................................................................................... 9 Section 21. Notices. .......................................................................................................... ....... 9 Section 22. General Provisions. ............................................................................................. 1 0 Section 23. Federal Aid Contract Requirements. ................................................................. 101 Exhibit A – Scope Of Services .................................................................................................. A-1 Exhibit B – Key Personnel & Compensation ............................................................................ B-1 Exhibit C – Insurance ................................................................................................................ C-1 Exhibit D – Required Federal Aid – A&E Contract Language ................................................... D-1 CC Agreement 2025-172

Form Approved April 2021 1

PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as of May 13, 2026, (“Effective Date”), and is between the City of Camarillo, a California municipal corporation and general law city (“ Local Agency ”) and UNICO Engineering, Inc., a California corporation, (“Consultant”).

Section 1. Term of Agreement .

Subject to the provisions of Section 20 (Termination of Agreement), the term of this Agreement will be for a period commencing on the Effective Date and will terminate on June 30, 2028, unless extended by Agreement amendment.

Section 2. Scope and Performance of Services .

2.1 Consultant agrees to perform the services set forth in Exhibit A (Scope of Services), which is made a part of this Agreement.

2.2 Consultant will furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculations, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement.

2.3 Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit B (Key Personnel & Compensation), which is made a part of this Agreement.

2.4 Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subcontractors, if any, listed in Exhibit B to perform the services required under this Agreement. Consultant must notify Local Agency and obtain Local Agency’s written approval with respect of any changes in key personnel prior to the performance of any services by replacement personnel.

2.5 Consultant must obtain Local Agency’s prior written approval before utilizing any subcontractors to perform any services under this Agreement. This written approval must include the identity of the subcontractor and the terms of compensation.

2.6 Consultant represents that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant will at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described in this Agreement.

In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.

2.7 Local Agency may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. Acceptance of any of Consultant’s work by Local Agency will not constitute a waiver of any of the provisions of this Agreement.

2.8 The Consultant must maintain any work site in the Local Agency in a safe condition, free of hazards to persons and property resulting from its operations.

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Section 3. Additional Services and Changes in Services .

3.1 Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in the Scope of Services or otherwise required by this Agreement, unless such additional services are authorized in advance and in writing by Local Agency.

3.2 If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Manager with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.

3.3 Local Agency may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly. All such changes must be authorized in writing, and executed by Consultant and Local Agency. The cost or credit to Local Agency resulting from changes in the services will be determined by the written agreement between the parties.

Section 4. Familiarity with Services and Site .

4.1 By executing this Agreement, Consultant represents that Consultant:
(a) has thoroughly investigated and considered the Scope of Services to be performed;
(b) has carefully considered how the services should be performed; (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and
(d) possesses all licenses required under local, state or federal law to perform the services contemplated by this Agreement, and will maintain all required licenses during the performance of this Agreement.

4.2 If services involve work upon any site, Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing its services.

Should Consultant discover any latent or unknown conditions that may materially affect the performance of services, Consultant will immediately inform Local Agency of such fact and will not proceed except at Consultant’s own risk until written instructions are received from Local Agency.

Section 5. Compensation and Payment .

5.1 Subject to any limitations set forth in this Agreement, Local Agency agrees to pay Consultant on the basis of the hourly rates and fees as specified in Exhibit B (Key Personnel & Compensation). The total compensation, including reimbursement for actual expenses, may not exceed the amount set forth in Exhibit B, unless additional compensation is approved in writing by Local Agency.

5.2 The use of subconsultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budgeted amount.

5.3 Each month during the term of this Agreement, Consultant must furnish Local Agency with an original invoice for all services performed and expenses incurred during the preceding month in accordance with the fee schedule set forth in Exhibit B. The invoice must detail CC Agreement 2025-172

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charges by the following categories: labor (by subcategory), reimbursable costs, subcontractor contracts and miscellaneous expenses. The invoice must list, as applicable, the hours worked and hourly rates for each personnel category, the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, and the total cost of the services. If applicable, the invoice must also provide a budget summary including the total amounts previously invoiced and paid, the current invoice amount and the budget remaining.

5.4 Local Agency will review each invoice submitt ed by Consultant to determine whether the work performed and expenses incurred are in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid. In the event any charges or expenses are disputed by Local Agency, the invoice will be returned by Local Agency to Consultant for correction and resubmission.

5.5 Except as to any charges for work performed or expenses incurred by Consultant that are disputed by Local Agency, Local Agency will cause Consultant to be paid within 30 days of receipt of Consultant’s invoice.

5.6 Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to Local Agency at the time of payment.

5.7 Local Agency reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found substantially inadequate.

Section 6. Required Documentation Prior to Performance .

6.1 Consultant may not perform any services under this Agreement until:
(a) Consultant furnishes proof of insurance as required under Exhibit C; (b) Consultant provides Local Agency with a Taxpayer Identification Number; (c) Consultant obtains a City business tax certificate and license, if applicable, and provides proof of compliance; and
(d) Local Agency gives Consultant a written notice to proceed.

6.2 The Local Agency will have no obligation to pay for any services rendered by Consultant in advance of receiving written authorization to proceed, and Consultant acknowledges that any such services are at Consultant’s own risk.

Section 7. Time of Performance; Excusable Delays; Extensions .

7.1 Consultant must adhere to all schedules and deadlines set forth in this Agreement.

7.2 Consultant will not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant.

Such causes include, but are not limited to, acts of God, acts of terrorism, acts of federal, state or local governments, acts of Local Agency, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.

7.3 If Consultant is delayed by any cause beyond Consultant’s control, Local Agency may grant, but is not required to, a time extension for the completion of services. If delay occurs, Consultant must notify Local Agency within 48 hours, in writing, of the cause and CC Agreement 2025-172

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the extent of the delay and how such delay interferes with Consultant’s performance of services.

Section 8. Cooperation by Local Agency .

All public information, data, reports, records, and maps as are existing and available to Local Agency as public records, and which are necessary for carrying out the Scope of Services will be furnished to Consultant in every reasonable way to facilitate, without undue delay, the services to be performed under this Agreement.

Section 9. Project Documents.

9.1 All original computer programs, data, designs, drawings, files, maps, memoranda, models, notes, photographs, reports, studies, surveys and other documents (collectively, “Project Documents”) prepared, developed or discovered by Consultant in the course of providing services under this Agreement will become the sole property of Local Agency and may be used, reused or otherwise disposed of by Local Agency without the permission of Consultant. Consultant will take such steps as are necessary to perfect or protect the ownership interest of Local Agency in such Project Documents. Upon completion, expiration or termination of this Agreement or upon request by Local Agency, Consultant must turn over to Local Agency all such original Project Documents in its possession; provided, however, that Consultant may retain copies of Project Documents. Local Agency acknowledges and agrees that use of Consultant’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at Local Agency’s own risk. If necessary, Consultant agrees to execute all appropriate documents to assign to Local Agency the copyright or intellectual property rights to the Project Documents created pursuant to this Agreement.

9.2 Except as necessary for the performance of services under this Agreement, no Project Documents prepared under this Agreement, will be released by Consultant to any other person or entity without Local Agency’s prior written approval.

Section 10. Confidential Information; Release of Information .

10.1 All information gained or work product produced by Consultant in performance of this Agreement will be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant may not release or disclose any such information or work product to persons or entities other than Local Agency without prior written authorization from the City Manager, except as may be required by law.

10.2 Consultant, its officers, employees, or agents, may not, without prior written authorization from the City Manager or unless requested by the City Attorney of Local Agency, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the services performed under this Agreement. Response to a subpoena or court order will not be considered “voluntary” provided Consultant gives Local Agency notice of such court order or subpoena.

10.3 If Consultant, or any officer, employee, or agent of Consultant, provides any information or work product (including Project Documents) in violation of this Agreement, then Local Agency will have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct.

10.4 Consultant must promptly notify Local Agency should Consultant, its officers, employees, CC Agreement 2025-172

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or agents 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 regarding this Agreement and the services performed under this Agreement. Local Agency retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding.

Consultant agrees to cooperate fully with Local Agency and to provide Local Agency with the opportunity to review any response to discovery requests provided by Consultant.

However, this right to review any such response does not imply or mean the right by Local Agency to control, direct, or rewrite such response.

10.5 All media and press releases, including graphic display information, must be approved and distributed solely by Local Agency, unless otherwise agreed to in writing by Local Agency. All media interviews regarding the performance of services under this Agreement are prohibited unless expressly authorized by Local Agency.

Section 11. Consultant’s Books and Records.

11.1 Consultant must maintain all documents and records demonstrating or relating to Consultant’s performance of services under this Agreement, including ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to Local Agency under this Agreement. All financial documents or records must be maintained in accordance with generally accepted accounting principles and all other documents must be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant under this Agreemen t. All such documents or records must be maintained for at least three years following the final payment under this Agreement.

11.2 Any and all records or documents required to be maintained by this section must be made available for inspection, audit and copying, at any time during regular business hours, upon written request by Local Agency or its designated representative. Copies of such documents or records must be provided directly to Local Agency for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records must be made available at Consultant’s address indicated for receipt of notices in this Agreement.

11.3 Where Local Agency has reason to believe that any of the documents or records required to be maintained by this section may be lost or discarded due to dissolution or termination of Consultant’s business, Local Agency may, by written request, require that custody of such documents or records be given to a person or entity mutually agreed upon and that such documents and records thereafter be maintained by such person or entity at Consultant’s expense. Access to such documents and records must be granted to Local Agency, as well as to its successors-in-interest and authorized representatives.

Section 12. Status of Consultant .

12.1 Consultant is and will at all times remain a wholly independent contractor and not an officer or employee of Local Agency. Consultant has no authority to bind Local Agency in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against Local Agency, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by Local Agency.

12.2 The personnel performing the services under this Agreement on behalf of Consultant will at all times be under Consultant’s exclusive direction and control. Neither Local Agency, nor any elected or appointed boards, officers, officials, employees or agents of Local CC Agreement 2025-172

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Agency, will have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as provided in this Agreement. Consultant agrees that it will 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, or employees of Local Agency.

12.3 Neither Consultant, nor any of Consultant’s officers, employees or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to Local Agency’s employees. Consultant expressly waives any claim to any such rights or benefits.

Section 13. Compliance with Applicable Laws .

13.1 In General. Consultant must use the standard of care in its profession to keep itself informed of and comply with all federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement that apply to the services performed by Consultant.

13.2 Professional Licenses and Approvals. Consultant agrees that it will, at its sole cost and expense, obtain and maintain in effect at all times during the term of this Agreement any licenses, permits, insurance and approvals that are legally required for Consultant to practice its profession.

13.3 Employment Laws. Consultant agrees to comply with all applicable federal and state employment laws including those that relate to minimum hours and wages, occupational health and safety, and workers compensation insurance. Consultant further represents that it is an equal opportunity employer and in performing services under this Agreement agrees to comply with all applicable federal and state laws governing equal opportunity employment, and further agrees that it will not discriminate in the employment of persons to perform services under this Agreement on the basis of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, or sexual orientation of any such person, except as may be permitted by California Government Code section 12940.

Section 14. Unauthorized Aliens .

Consultant agrees to comply with all of the applicable provisions of the Federal Immigration and Nationality Act (8 U.S.C. § 1101 and following), as it may be amended, and further agrees not to employ unauthorized aliens as defined under the Act. Should Consultant employ any unauthorized aliens for the performance of any work or services covered by this Agreement, and should any liability or sanctions be imposed against Local Agency for the use of unauthorized aliens, Consultant agrees to reimburse Local A gency for the amount of all such liabilities or sanctions imposed, together with any and all related costs, including attorneys’ fees, incurred by Local Agency.

Section 15. Conflicts of Interest .

15.1 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of Local Agency or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant’s attention is directed to the conflict of interest rules applicable to governmental decision-making contained in the Political Reform Act (California Government Code Section 87100 and following) and its implementing regulations (California Code of Regulations, Title 2, Section 18700 and CC Agreement 2025-172

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following), and California Government Code section 1090.

15.2 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm will make, participate in the making, or in any way attempt to use the position of Consultant to influence any decision of the Local Agency in which Consultant knows or has reason to know that Consultant, or any officer, principal or employee of Consultant has any of the financial interests listed in Government Code section 87103.

15.3 If Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant must promptly disclose the relationship to Local Agency and take such action as Local Agency may direct to remedy the conflict.

15.4 Local Agency understands and acknowledges that Consultant is, as of the Effective Date, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant represents that, except as otherwise disclosed to Local Agency, it is unaware of any stated position of Local Agency relative to these projects. Any future position of Local Agency on these projects will not be considered a conflict of interest for purposes of this section.

Section 16. Indemnification.

16.1 Consultant agrees that it will, to the fullest extent permitted by law, defend, indemnify, and hold harmless Local Agency from all Services Claims and Operations Claims (each defined below) related to the performance by Consultant of this Agreement as provided in this section. Consultant acknowledges that Local Agency would not enter into this Agreement in the absence of Consultant’s commitment to defend, indemnify, and hold harmless Local Agency as set forth in this section.

16.2 For the purposes of this section, “Local Agency” includes Local Agency’s officers, officials, employees, agents and volunteers, and “Consultant” includes Consultant’s officers, officials, employees, agents and subcontractors and any other persons for whom Consultant is legally responsible.

16.3 With respect to the performance of professional services under this Agreement where the law establishes a professional standard of care for such services, Consultant agrees to indemnify, and hold harmless Local Agency from and against all liabilities, damages, losses, and costs, including but not limited to reimbursement of reasonable attorney's fees and all other costs of defense, to the extent caused by the negligence, recklessness, or willful misconduct of Consultant (collectively, “Services Claims”).

16.4 With respect to the acts and operations of Consultant under this Agreement other than the performance of professional services, Consul tant agrees to defend, indemnify, and hold harmless Local Agency from and against any and all claims, liabilities, damages, losses, and costs, including but not limited to reasonable attorney's fees and all other costs of defense, to the extent caused, in whole or in part, by the negligence, recklessness, or willful misconduct of Consultant, and excepting only those claims, damages, liabilities, losses, and costs caused by Local Agency’s sole negligence or willful misconduct (collectively, “Operations Claims”).

16.5 Consultant must notify Local Agency within five days of receipt of notice of any Operations Claims or Services Claims made or legal action initiated that arises out of or pertains to Consultant’s performance of services under this Agreement.

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16.6 Consultant’s duty to defend Operations Claims is a separate and distinct obligation from Consultant’s duty to indemnify Local Agency for any Operations Claims. With respect to Operations Claims, Consultant is obligated to defend Local Agency in all legal, equitable, administrative, or special proceedings, with counsel reasonably approved by Local Agency, immediately upon tender to Consultant of an Operations Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Consultant are responsible for the Operations Claim does not relieve Consultant from its separate and distinct obligation to defend under this section. The obligation to defend extends through final judgment, including exhaustion of any appeals.

16.7 Consultant agrees that settlement of any Operations or Services Claim against Local Agency requires the consent of Local Agency. Local Agency agrees that its consent will not be unreasonably withheld provided that Consultant is financially able (based on demonstrated assets including insurance) to fulfill its obligation to indemnify Local Agency for the costs of any such settlement as required under this Agreement.

16.8 The insurance required to be maintained by Consultant under this Agreement is intended to ensure Consultant’s obligations under this section, but the limits of such insurance do not limit the liability of Consultant.

16.9 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others as required, Consultant will be fully responsible for all obligations under this section. Local Agency’s failure to monitor compliance with this requirement imposes no additional obligations on Local Agency and will in no way act as a waiver of any rights under this Agreement.

16.10 The parties acknowledge and agree that design professionals are required to defend and indemnify the Local Agency only to the extent permitted by Civil Code section 2782.8, which allows for claims only to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional, and also places limitations on the costs of defense that may be charged to a design professional. The term "design professional,” is defined in Section 2782.8, and includes licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the business entities that offer such services in accordance with the applicable provisions of the Business and Professions Code. The parties further acknowledge and agree that the provisions of this Section 16 are to be interpreted and applied to the fullest extent permitted by Civil Code section 2782.8.

16.11 The provisions of this section will survive the expiration or earlier termination of this Agreement in accordance with the applicable provisions of Exhibit C (Insurance).

Section 17. Insurance.

Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit C (Insur ance), which is made a part of this Agreement.

All insurance policies are subject to approval by Local Agency as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager or City Attorney.

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Section 18. Assignment .

The expertise and experience of Consultant are material considerations for this Agreement. Local Agency has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant may not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of Local Agency, which may be withheld in the Local Agency’s sole discretion. Any attempted assignment will be null and void, and will constitute a material breach of this Agreement entitling Local Agency to any and all remedies at law or in equity, including summary termination of this Agreement.

Section 19. Default; Limitations on Liability .

19.1 In the event that Consultant is in default under the terms of this Agreement, Local Agency will have no obligation or duty to continue compensating Consultant for any services performed after Local Agency provides written notice to Consultant of such default.

19.2 Consultant agrees that no Local Agency official, officer, employee or agent will be personally liable to Consultant in the event of any default or breach of Local Agency, or for any amount which may become due to Consul tant, or for any obligations directly or indirectly incurred under this Agreement.

19.3 Local Agency’s liability under this Agreement is limited to payment of Consultant in accordance with the terms of this Agreement and excludes any liability whatsoever for consequential or indirect damages even if such damages are foreseeable.

Section 20. Termination of Agreement .

20.1 Local Agency may terminate this Agreement, with or without cause, at any time by written notice of termination to Consultant. In the event such notice is given, Consultant must cease immediately all work and services in progress.

20.2 Consultant may terminate this Agreement at any time upon 30 days’ prior written notice of termination to Local Agency.

20.3 Upon termination of this Agreement by either Consultant or Local Agency, all property belonging to Local Agency that is in Consultant’s possession must be returned to Local Agency. Consultant must promptly deliver to Local Agency a final invoice for all outstanding services performed and expenses incurred by Consultant as of the date of termination. Compensation for work in progress not based on an hourly rate will be prorated based on the percentage of work completed as of the date of termination.

20.4 Consultant acknowledges Local Agency’s rights to terminate this Agreement as provided in this section, and hereby waives any and all claims for damages that might otherwise arise from Local Agency’s termination of this Agreement.

Section 21. Notices .

21.1 All written notices required or permitted to be given under this Agreement will be deemed made when received by the other party at its respective address as follows:

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To Local Agency:

City of Camarillo
601 Carmen Drive
Camarillo, California 93010

Attention: James Campero

Tel.: (805) 388-5340
Fax: (805) 388-5387
Email: [email protected]
To Consultant:

UNICO Engineering, Inc.
6464 Hollister Avenue, Suite 3
Goleta, CA 93117

Attention: Cesar Montes de Oca

Tel.: (530) 903-9023
Email: [email protected]

21.2 Notice will be deemed effective on the date personally delivered or electronically transmitted by facsimile. If the notice is ma iled, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.

21.3 Any party may change its notice information by giving notice to the other party in compliance with this section.

Section 22. General Provisions .

22.1 Authority to Execute; Counterparts. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement and to bind it to the performance of its obligations hereunder. This Agreement may be executed in several counterparts, each of which will constitute one and the same instrument and will become binding upon the parties when at least one copy has been signed by both parties.

22.2 Entire Agreement. This Agreement, including the attached Exhibits A through D, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed in this Agreement and supersedes all other agreements or understandings, whether oral or written, between Consultant and Local Agency prior to the execution of this Agreement.

22.3 Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and assigns of the parties.

22.4 Modification of Agreement. No amendment to or modification of this Agreement will be valid unless made in writing and approved by Consultant and by the City Council or City Manager, as applicable. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.

22.5 Electronic Signatures; Counterparts. This Agreement and any amendment will be considered executed when the signature page of a party is delivered by electronic transmission. Such electronic signatures will have the same effect as an original signature. This Agreement may be executed in multiple counterparts.

22.6 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision CC Agreement 2025-172

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of this Agreement. Acceptance by Local Agenc y of any ser vices by Consultant will not constitute a waiver of any of the provisions of this Agreement.

22.7 Interpretation. This Agreement will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Agreement with legal counsel. The Agreement will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.

22.8 Severability. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement will not be affected and the Agreement will be read and construed without the invalid, void or unenforceable provision.

22.9 Venue. In the event of litigation between the parties, venue in will be exclusively in a state court in the County of Ventura.

Section 23. Federal Aid Contract Requirements .

The Consultant shall comply with all federal aid contract requirements and complete all forms included in Exhibit D, which are incorporated into this Agreement. In the event that any federal aid requirement conflicts with the terms of the Agreement, the federal requirement shall prevail.

THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the parties hereby execute this Agreement as follows:

CITY OF CAMARILLO
_________________________________
Greg Ramirez, City Manager
ATTEST:
_________________________________
Carrie Weal, City Clerk
UNICO ENGINEERING, INC., a California corporation
_________________________________
Cesar Montes de Oca, President, Secretary
Camarillo Business Tax Certificate No. OBT-29 / Expiration Date July 31, 2026 CC Agreement 2025-172

CONSTRUCTION MANAGEMENT, INSPECTION SERVICES

AND MATERIALS TESTING FOR PLEASANT VALLEY ROAD BIKE LANES PROJECT NO. ST-5006 – CML-5393 (036)
1 of 5

SCOPE OF

SERVICES
Task 1 Pre-ConstrucƟon Services:

1. Conduct a thorough review of the construcƟon plans and speciﬁcaƟons.

2. Prepare the construcƟon Resident Engineer ﬁle in accordance with Caltrans standards and City guidelines, and conƟnuously organize ﬁles as the project progresses. Provide bi-weekly electronic project ﬁle updates in the City’s organizaƟonal project folder structure.

3. Provide a thorough review of the construcƟon sequence necessary to complete the improvements included in the construcƟon contract.

4. Prepare a full agenda, including special concerns to be presented at the preconstrucƟon meeƟng.

5. Conduct a preconstrucƟon meeƟng, prepare meeƟng minutes, and distribute to aƩendees.

6. Prepare and maintain the Project ConstrucƟon Log spreadsheet per the City template, including status and tracking of submiƩals, Request for InformaƟon (RFI), PotenƟal Change Order (PCO), and Contract Change Order (CCO).

7. Coordinate and monitor the permiƫng process.

8. Coordinate with project stakeholders, including local businesses, residents, and uƟliƟes.

9. Provide a Labor Compliance Packet with the cerƟﬁed payroll and labor compliance requirements for prime and subcontractors.

10. Perform a constructability review and provide ﬁndings.

11. Work with the City and designer to develop complete, conformed electronic project planset and speciﬁcaƟons with hyperlinks in .pdf format.

12. Photo document exisƟng condiƟons with sƟll and video documentaƟon.

13. Provide outreach and contact of local property owners and businesses along the project alignment.

14. Review contractor bids and project esƟmate.

Deliverables:

Labor Compliance Packet, Web-based project ﬁles with City access in LAPM-compliant format; LAPM Pre-ConstrucƟon Audit; Constructability Review; Conformed electronic Plans and SpeciﬁcaƟons with hyperlinks; Pre-construcƟon photos and videos
Task 2 ConstrucƟon Management:

1. Coordinate design revisions, addiƟons, answers to quesƟons, RFIs, and resolve construcƟon disputes.

2. Coordinate with the Design Team for items related to design interpretaƟon.

3. Through the consultant’s system of project control, the construcƟon manager or project manager will proacƟvely monitor acƟviƟes related to the project such that the project is constructed pursuant to contract documents, and in a Ɵmely fashion.

4. Log, track, review, and process submiƩals, RFIs, PCOs, CCOs, drawing revisions, construcƟon schedule, and detailed traﬃc control plan as applicable in Project ConstrucƟon Log per City template.

EXHIBIT A
CC Agreement 2025-172

CONSTRUCTION MANAGEMENT, INSPECTION SERVICES

AND MATERIALS TESTING FOR PLEASANT VALLEY ROAD BIKE LANES PROJECT NO. ST-5006 – CML-5393 (036)
2 of 5

5. Ensure contractor compliance with all Federal grant regulaƟons, including the Build America Buy America Act.

6. Closely review the schedule, review progress schedules required in the contract, monitor progress, and advise the contractor to take acƟon on schedule slippage.

7. Document contractor’s 20-day noƟces, mechanic’s liens, and stop noƟces.

8. Provide communicaƟon and correspondence with the contractor.

9. Monitor and coordinate acƟviƟes of design engineering support, surveying, tesƟng, and work by uƟliƟes or other agencies.

10. Prepare a weekly statement of working days and submit to the contractor and the City, which will note the controlling acƟvity for the week.

11. Review and sign daily inspecƟon reports and submit to the City within two (2) working days from the day of work the daily was documenƟng.

12. Establish and conduct weekly on-site construcƟon progress and coordinaƟon meeƟngs or conference calls to:
a. Resolve all old business issues to the maximum extent possible b. Address all items of new business as presented by any party c. Review project schedule and address any deviaƟons
d. Review submiƩal log in terms of items needed and resubmiƩals required e. Review RFI, PCO & CCO logs
f. List the status of construcƟon items recently undertaken or ongoing g. List planned construcƟon items for the next two weeks, usually known as the two-week look-ahead schedule
h. Provide updated drawing revisions list/log

13. Prepare minutes for the construcƟon progress meeƟngs.

14. Make periodic ﬁeld visits to job site during construcƟon. The construcƟon manager or project manager will visit the site and coordinate with the contractor in person at least once per week.

15. Evaluate and respond to the contractor’s requests for clariﬁcaƟon of plans and speciﬁcaƟons.

16. Ensure that all quesƟons, conﬂicts, and issues are immediately brought to the City’s aƩenƟon and addressed with appropriate direcƟves to the contractor.

17. Conduct special site meeƟngs, when necessary, with the contractor and City staﬀ to review job progress, scheduling, and coordinaƟon.

18. Perform quanƟty, Ɵme, and cost analyses required for negoƟaƟon of contract changes. At the end of the project, provide a “balancing” change order to cover all bid items over/under their original bid amounts.

19. NegoƟate and prepare change orders, including memorandum of explanaƟon and cost esƟmates to substanƟate change order costs and provide to City for review. Review the contractor’s labor rate schedule for conformance with current prevailing wages.

20. Maintain all data for change orders and record informaƟon with regard to the Ɵme of dispute, Ɵme of noƟﬁcaƟon by the contractor, and acƟon taken by the inspector.

21. Monitor and perform analysis of validity of all potenƟal claims that arise.

22. Review for approval the contractor’s progress payment requests, negoƟate diﬀerences over the amount with the contractor, and process payments through the City.

23. Monitor preparaƟon of a punch list at substanƟal compleƟon and follow up.

24. RouƟnely review construcƟon ﬁles to ensure conformance to City standards and good construcƟon management pracƟce.

CC Agreement 2025-172

CONSTRUCTION MANAGEMENT, INSPECTION SERVICES

AND MATERIALS TESTING FOR PLEASANT VALLEY ROAD BIKE LANES PROJECT NO. ST-5006 – CML-5393 (036)
3 of 5
Deliverables:

LAPM-compliant project correspondence; submiƩals; RFIs; payment applicaƟons, bid item quanƟty calculaƟons; cerƟﬁed payroll; DBE uƟlizaƟon and labor compliance documentaƟon, Buy-America documentaƟon, LAPM During ConstrucƟon Audit.

Task 3 ConstrucƟon InspecƟon:

1. Review plans, speciﬁcaƟons, and all other contract and construcƟon-related documents. Project manager will ensure all staﬀ has up to date physical copies of plans and speciﬁcaƟons for ﬁeld use.

2. Conduct a ﬁeld invesƟgaƟon of the project area to become familiar with the exisƟng faciliƟes and the project environment.

3. Become familiar with traﬃc control plans, construcƟon schedule, construcƟon sequence, and permit requirements from other agencies.

4. Verify that the contractor conforms to the design survey line and grades.

5. AƩend construcƟon progress meeƟngs or conference calls with the construcƟon manager, contractor, and subcontractors.

6. Provide as-needed construcƟon inspecƟon (up to 8 hours per day), excluding night inspecƟon, of the work to monitor materials and methods for compliance with plans, speciﬁcaƟons, and contract documents; address and document nonconforming items as they are discovered.

7. Ensure that the contractor distributes public construcƟon noƟces and places construcƟon and informaƟon signs.

8. Monitor compliance with CalOSHA requirements and compliance with all local, state, and federal regulaƟons. Although the proposer will monitor the acƟviƟes, it is the contractor’s sole responsibility to provide workers with a safe working environment.

9. Provide City’s labor compliance manager with labor and equipment reports.

10. Monitor compliance with the Clean Air Act and the Clean Water Act (NaƟonal Pollutant Discharge EliminaƟon System (NPDES) Best Management PracƟces). Monitor the contractor’s compliance with approved SWPPP and the MiƟgaƟon and Monitoring and ReporƟng Program.

11. Meet with the contractor at the beginning of each day and review the proposed work plan, including speciﬁc details that may aﬀect progress.

12. Conduct daily measurements of quanƟƟes of work with the contractor.

13. Review actual contractor performance throughout the day and discuss discrepancies with the contractor as they occur.

14. Assist in the coordinaƟon of engineering support, surveying, specialty inspecƟons, and ﬁeldwork by uƟlity companies.

15. Ensure compliance with Underground Service Alert noƟﬁcaƟon/delineaƟon. Oversee potholing and idenƟﬁcaƟon of uƟliƟes.

16. Evaluate the contractor’s operaƟon and producƟon with respect to quality and progress and report to the ConstrucƟon Manager.

17. Photograph conƟnuous property frontages along the street alignment once prior to construcƟon and once immediately following construcƟon. Maintain a photographic record of key elements of each major operaƟon of work each day using a high-resoluƟon camera with increased detail in situaƟons of potenƟal changes or claims.

18. Transmit original uncompressed image ﬁles to the City weekly.

CC Agreement 2025-172

CONSTRUCTION MANAGEMENT, INSPECTION SERVICES

AND MATERIALS TESTING FOR PLEASANT VALLEY ROAD BIKE LANES PROJECT NO. ST-5006 – CML-5393 (036)
4 of 5

19. Coordinate with contractor to schedule special inspecƟons, material tesƟng and sampling, and building department inspecƟons.

20. Closely monitor tesƟng results and require the contractor to provide correcƟve measures to achieve compliance.

21. Maintain copies of all permits needed to construct the project and enforce the special requirements of each.

22. Prepare and maintain detailed daily diary inspector reports on construcƟon progress and provide to the ConstrucƟon Manager within one (1) working day from when the work the daily report is documenƟng. Daily reports will be made available to the City Project Manager within 24 hours of compleƟon.

23. Prepare clear and concise leƩers and memoranda, as needed. Establish a solid paper trail.

24. Maintain Resident Engineer ﬁle during construcƟon, including a cumulaƟve record of quanƟƟes constructed, daily reports, working day reports, change order documentaƟon, photographs, and other documentaƟon.

25. Assist with the review and evaluaƟon of change order work.

26. Provide complete measurements and calculaƟons documented to administer progress payments.

27. NoƟfy the City immediately of any contractor safety concerns observed.

28. UƟlize the UNICO web-based daily report app for project documentaƟon, with regular access provided to the City of Camarillo staﬀ
Deliverables:

Inspector daily reports, high-resoluƟon project photo documentaƟon, labor compliance interview documentaƟon, and nonconformance reports
Task 4 Materials TesƟng
Materials TesƟng Services will be performed in accordance with the approved City of Camarillo Quality Assurance Program (QAP). Detailed documentaƟon of tesƟng procedures, methods, results, and records is essenƟal for traceability and accountability.

1. Provide periodic materials tesƟng services as required by the QAP , contract, or as directed by the Project Manager.

2. Provide daily ﬁeld reports to the Project Manager.

3. Prepare a ﬁnal report summarizing the results of the construcƟon materials tesƟng acƟviƟes.

Deliverables:

QA/QC documentaƟon and test results
Task 5 Post ConstrucƟon Services:

1. Review project for acceptance of workmanship and materials.

2. Review the site with the City project manager for acceptance.

3. Prepare a punch list at substanƟal compleƟon and follow up with the contractor regarding the progress of correcƟons.

4. Schedule a ﬁnal inspecƟon with the City and applicable agencies; prepare, distribute, and inspect correcƟons to the ﬁnal punch list for compleƟon; and recommend ﬁnal acceptance.

5. Prepare documentaƟon for ﬁnal payment to the contractor.

CC Agreement 2025-172

CONSTRUCTION MANAGEMENT, INSPECTION SERVICES

AND MATERIALS TESTING FOR PLEASANT VALLEY ROAD BIKE LANES PROJECT NO. ST-5006 – CML-5393 (036)
5 of 5

6. Review contractor redlines monthly with their progress payment request to verify the contractor has documented all changes and architect is aware of all changes.

7. Submit as-builts to the City for review and acceptance.

8. Verify lien releases have been received from contractor for all subcontractors and suppliers.

9. Finalize and deliver all construcƟon ﬁles and supplies to City for their records.

10. Transfer the hard copy and electronic project ﬁles for easy reference and accessibility by City Staﬀ.

11. Collaborate with the project stakeholders for ﬁnal review and project acceptance.

Deliverables:

Red line as-built drawings; complete electronic and hard copy project correspondence ﬁles; ﬁnal project acceptance documentaƟon, LAPM Post-ConstrucƟon Audit.

Task 6 Drone/Aerial DocumentaƟon

1. Document construcƟon progress aerially using a drone. Video and images will be collected biweekly and used to determine progress, document construcƟon acƟviƟes and aid with public outreach and presentaƟons.

Deliverables:

Aerial video and photographs
CC Agreement 2025-172

6464 Hollister Avenue, Suite 6
Goleta, CA 93117
916-900-6623
Carlos Melendez, PE
PIC / Sr. Resident Engineer
Thomas Roberts, PE
Assistant Resident Engineer
Office Engineer
Construction Inspector
(Group 2 Prevailing Wage)
Construction Inspector (OT)
(Group 2 Prevailing Wage)
Drone Pilot
Ed Sullivan
Construction Services
Manager
Shaun Simon
Senior Engineer
Jesse Wooten
Materials Tester
(Group 1 Prevailing Wage)
Jesse Wooten
Special Inspector
(Group 2 Prevailing Wage)
Task # Task Description
1 Pre-Construction Services 16 40 40 20
2 Construction Mana gement 368 920 920
3 Construction Inspection 1840 180
4 Materials Testing 50 10 320 147
5 Post Construction Services 24 80 100 40
6 Drone / Aerial Documentation 192
408 1040 1060 1900 180 192 50 10 320 147
City of Camarillo
RFP - Construction Management and Material Testing Services for
Pleasant Valley Road Bike Lanes
Project No. ST-5006 - CML-5393 (036)
Task Breakdown
UNICO ENGINEERING NV5
Hours Hours
4/21/2026
CC Agreement 2025-172

COST PROPOSAL
Note: Mark-Ups are Not Allowed
Consultant: UNICO Engineering
Project No. Contract No. Date
Project Name

DIRECT LABOR
Classification/Title Name Hours Actual Hr Rate Total
PIC/Sr Resident Engineer Carlos Melendez, PE 408 100.00 $ 40,800.00 $ Assistant Resident Engineer Thomas Roberts, PE 1040 74.52 $
77,500.80$
Office Engineer STAFF 1060 37.86$
40,131.60$
Construction Inspector STAFF 1900 65.00$
123,500.00$
Construction Inspector (OT) STAFF 180 97.50$
17,550.00$
Drone Pilot STAFF 192 60.00$
11,520.00$
4,780

LABOR COSTS
a) S
ubtotal Direct Labor Costs 311,002.40$
b) A
nticipated Salary Increases $22,081.17
c)
TOTAL DIRECT LABOR COSTS [(a) + (b)] 333,083.57$

INDIRECT COSTS
d) F
ringe Benefits (Rate: 0.00% ) e) To
tal Fringe Benefits [(c) x (d)] -$
f) O
verhead rate 149.95% ) g) O
verhead [(c) x (f)] 499,458.81$
h) G
eneral and Administrative (Rate: 0.00% ) i) G
en & Admin [(c) x (h)] -$
j) T
OTAL INDIRECT COSTS [(e) + (g) + (i)] 499,458.81$
FIXED FEE k) TOTAL FIXED FEE [(c) + (j)] x fixed fee 10% ] 83,254.24$ l) CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit Unit Cost Total
i) TOTAL OTHER DIRECT COSTS -$
m) SUBCO
NSULTANTS' COSTS (Add additional pages if necessary) Total NV5 151,246.71$ 151,246.71$
m) TOTA
L SUBCONSULTANTS' COSTS 151,246.71$
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l) + (m)] 151,246.71$ TOTAL COST [(c) + (j) + (k) + (n)] 1,067,043.33$
NOTES:
$55.00 - $75.00
$95.00 - $115.00

3. Anticipated salary increases calculation (page 2) must accompany.

1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals.

2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans.

Description of Item
$100.00 - $120.00
$70.00 - $90.00
$68.00 - $94.50
COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES)
April 21, 2026
Range
City of Camarillo - Pleasant Valley Bike Lanes
$35.00 - $55.00
Prime Consultant
Subconsultant
2nd Tier Subconsultant

Page 1 of 2 ends

CC Agreement 2025-172

COST PROPOSAL
Direct Labor Total Hours per Avg 5 Year
Subtotal per Cost Cost Proposal Hourly Contract
Proposal Rate Duration
= $65.06 Year 1 Avg
Hourly Rate
Avg Hourly Rate Proposed Escalation
Year 1 + 5.0% = $68.32 Year 2 Avg Hourly Rate
Year 2 + 5.0% = $71.73 Year 3 Avg Hourly Rate
Year 3 + 5.0% = $75.32 Year 4 Avg Hourly Rate
Year 4 + 5.0% = $79.08 Year 5 Avg Hourly Rate
Estimated % Completed Total Hours per Cost Total Hours per Each Year Proposal Year
Year 1 * 4,780 = 0 Estimated Hours Year 1
Year 2 * 4,780 = 2868 Estimated Hours Year 2
Year 3 * 4,780 = 1912 Estimated Hours Year 3
Year 4 * 4,780 = 0 Estimated Hours Year 4
Year 5 * 4,780 = 0 Estimated Hours Year 5
Total Total = 4,780
Avg Hourly Rate Estimated hours
(Calculated above) (Calculated Above)
Year 1 * 0 = Estimated Hours Year 1
Year 2 * 2868 = Estimated Hours Year 2
Year 3 * 1912 = Estimated Hours Year 3
Year 4 * 0 = Estimated Hours Year 4
Year 5 * 0 = Estimated Hours Year 5
Total Direct Labor Cost with Escalation =
Direct Labor Subtotal before Escalation =
Estimated total of Direct Labor Salary Increase = Transfer to Page 1 NOTES:

3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.

4. Calculations for anticipated salary escalation must be provided. $65.06 $0.00
$68.32 $195,931.51
$71.73 $137,152.06
$75.32 $0.00
$79.08 $0.00
$333,083.57
$311,002.40
$22,081.17

1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increas e, the # of years of the contract, and a breakdown of the labor to be performed each year.

2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology)

0.0%
100.0%

4. Cal
culate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost Per
Year

3. Cal
culate estimated hours per year (Multiply estimate % each year by total hours)

0.0%

60.0%

40.0%

0.0%

1. C
alculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) $65.06
$68.32
$71.73
$75.32
COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREASES)

1. C
alculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) $311,002.40 4,780

Page 2 of 2 ends

CC Agreement 2025-172

SAMPLE COST PROPOSAL
Required Cost Proposal Template To Be Determined By Agency Note: Mark-Ups are Not Allowed
Consultant: NV5 West Inc.

Project No. ST-5006-CML-5393(036) Contract No. 2025-172 Date Project Name

DIRECT LABOR
Classification/Title Name Hours Actual Hr Rate Total
Construction Services Mgr. Ed Sullivan 50 68.01$ 3,400.50$ Senior Engineer Shaun Simon 10 65.51$ 655.10$
Materials Tester - Group 1 Jesse Wooten 320 81.32$ 26,022.40$ Special Inspector - Group 2 Jesse Wooten 147 83.03$ 12,205.85$ 0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
0 -$ -$
527

LABOR COSTS
a) Subtotal Direct Labor Costs 42,283.85$
b) Anticipated Salary Increases $0.00
c) TOTAL DIRECT LABOR COSTS [(a) + (b)] 42,283.85$

INDIRECT COSTS
d) Fringe Benefits (Rate: 16.26% ) c) Total Fringe Benefits [(c) x (d)] 6,875.35$ f) Overhead (Rate: 127.40% ) g) Overhead [(c) x (f)] 53,869.63$ h) General and Administrative (Rate: 0.00% ) i) Gen & Admin [(c) x (h)] -$ j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] 60,744.98$
FIXED FEE k) TOTAL FIXED FEE [(c) + (j)] x fixed fee 10% ] 10,302.88$ l) CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit Unit Cost Total
Various lab Test-see cost estimate spreadsheet 1 ea 23,104.00 $ 23,104.00$ Nuclear Gauge 65 dy 42.00$ 2,730.00$
Field Vehicle 102 dy 68.00$ 6,936.00$
Mileage Costs 102 trip 35.00$ 3,570.00$
Certified Payroll Admin. 35 wk 45.00$ 1,575.00$
i) TOTAL OTHER DIRECT COSTS 37,915.00$
m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) m) TOTAL SUBCONSULTANTS' COSTS -$
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l) + (m)] 37,915.00$ TOTAL COST [(c) + (j) + (k) + (n)] 151,246.71$
NOTES:

City of Camarillo Pleasant Valley Road Bike Lanes

3. Anticipated salary increases calculation (page 2) must accompany.

Description of Item
COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES)
October 16, 2024
Range
50 10
320
147
Prime Consultant
Subconsultant
2nd Tier Subconsultant

Page 1 of 2 ends

CC Agreement 2025-172

SAMPLE COST PROPOSAL
Required Cost Proposal Template To Be Determined By Agency Direct Labor Total Hours per Avg 5 Year
Subtotal per Cost Cost Proposal Hourly Contract
Proposal Rate Duration
= $80.24 Year 1 Avg
Hourly Rate
Avg Hourly Rate Proposed Escalation
Year 1 + 3.0% = $82.64 Year 2 Avg Hourly Rate
Year 2 + 3.0% = $85.12 Year 3 Avg Hourly Rate
Year 3 + 3.0% = $87.67 Year 4 Avg Hourly Rate
Year 4 + 3.0% = $90.31 Year 5 Avg Hourly Rate
Estimated % Completed Total Hours per Cost Total Hours per Each Year Proposal Year
Year 1 * 527 = 527 Estimated Hours Year 1
Year 2 * 527 = 0 Estimated Hours Year 2
Year 3 * 527 = 0 Estimated Hours Year 3
Year 4 * 527 = 0 Estimated Hours Year 4
Year 5 * 527 = 0 Estimated Hours Year 5
Total Total = 527
Avg Hourly Rate Estimated hours
(Calculated above) (Calculated Above)
Year 1 * 527 = Estimated Hours Year 1
Year 2 * 0 = Estimated Hours Year 2
Year 3 * 0 = Estimated Hours Year 3
Year 4 * 0 = Estimated Hours Year 4
Year 5 * 0 = Estimated Hours Year 5
Total Direct Labor Cost with Escalation =
Direct Labor Subtotal before Escalation =
Estimated total of Direct Labor Salary Increase = Transfer to Page 1 NOTES:

3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.

4. Calculations for anticipated salary escalation must be provided. $87.67 $0.00
$90.31 $0.00
$42,283.85
$80.24 $42,283.85
$82.64 $0.00
$85.12 $0.00
$42,283.85
$0.00

1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year.

2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 100.0%

4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost Per
Year

3. Calculate estimated hours per year (Multiply estimate % each year by total hours) 100.0%

1. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) $80.24
$82.64
$85.12
$87.67

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREASES)

1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) $42,283.85 527
COST PROPOSAL 1

Page 2 of 2 ends

CC Agreement 2025-172

Form Approved April 2021 B-1

EXHIBIT B

KEY PERSONNEL & COMPENSATION

1. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement is Cesar Montes de Oca.

2. Total compensation under this Agreement, including reimbursement for ac tual
expenses, may not exceed: $1,067,043.33.

KEY PERSONNEL:

Name Title/Position
Cesar Montes de Oca President
Carlos Melendez Principal in Charge/Resident Engineer
SUBCONSULTANTS:

Name Title/Position
Ed Sullivan NV5 – Construction Manager
FEE SCHEDULE – See Attached
CC Agreement 2025-172

80 Blue Ravine Rd – Suite 250
Folsom, CA 95630
916-900-6623
www.unicoengineering.com

RATE SCHEDULE
UNICO Engineering, Inc.

OVERHEAD %: 149.95% PROFIT %: 0% ESCALATION %: 5%

FULLY LOADED HOURLY
RATE RANGE 2028

95.00$ 115.00 $ 249.33$ 301.81$ 261.79$ 316.91$ 274.26$ 332.00$

80.00$ 110.00$ 209.96$ 288.69$ 220.46$ 303.13$ 230.95$ 317.56$

60.00$ 95.00$ 157.47$ 249.33$ 165.34$ 261.79$ 173.22$ 274.26$

80.00$ 100.00$ 209.96$ 262.45$ 220.46$ 275.57$ 230.95$ 288.69$

70.00$ 90.00$ 183.71$ 236.20$ 192.90$ 248.01$ 202.08$ 259.82$

75.00$ 105.00$ 196.84$ 275.57$ 206.68$ 289.35$ 216.52$ 303.13$

72.50$ 92.50$ 190.27$ 242.76$ 199.79$ 254.90$ 209.30$ 267.04$

40.00$ 80.00$ 104.98$ 209.96$ 110.23$ 220.46$ 115.48$ 230.95$

35.00$ 75.00$ 91.86$ 196.84$ 96.45$ 206.68$ 101.04$ 216.52$

30.00$ 65.00$ 78.73$ 170.59$ 82.67$ 179.12$ 86.61$ 187.65$

70.00$ 95.00$ 183.71$ 249.33$ 192.90$ 261.79$ 202.08$ 274.26$

65.00$ 90.00$ 170.59$ 236.20$ 179.12$ 248.01$ 187.65$ 259.82$

20.00$ 50.00$ 52.49$ 131.22$ 55.11$ 137.78$ 57.74$ 144.35$

60.00$ 75.00$ 157.47$ 196.84$ 165.34$ 206.68$ 173.22$ 216.52$  Reimbursement for per diem and mileage expenses shall be per the current federal reimbursement rate.  Cost of normal survey stakes and other field supplies are included in the above rates.  Special monuments, iron stakes, etc. will be charged at cost.  Outside reproductions, services, and consultants will be charged at cost plus 10%.  Per prevailing wage, a shift differential of 12.5% applies for any covered work shift beginning after 2PM.  Year
ly prevailing wage anticipates a 5% escalation, however increases in DIR rate determinations will be charged accordingly.  Overtime rate will be billed at 1.5 times the hourly rate for non-exempt employees  Billing Rate: Billing rate will consist of total actual labor costs and indirect costs of 149.95%. Billing Rate = [Actual Labor Cost+ (Actual Labor Cost* Indirect Costs of 149.95%)].  Other Direct Costs: Outside Printing/Reproduction, Delivery Services/USPS, Misc. Field Equipment/Supplies, and Travel Expenses will be billed at actual cost. Mileage will be billed at the Federal Rate.
 Fixed Fee: In addition to the allowable incurred costs, City will pay Consultant a fixed fee of $83,255.09. The fixed fee is nonadjustable for the term of the agreement, except in the event of
a significant change in the scope of work and such adjustment is made by Agreement amendment. A pro rata portion of Consultant's fixed fee will be included in the monthly progress payments Construction Manager

FULLY LOADED HOURLY
RATE RANGE 2026

FULLY LOADED HOURLY
RATE RANGE 2027
Clerical
Construction Inspector (Group 1 Prevailing Wage)
Construction Inspector (Group 2 Prevailing Wage)
Assistant Resident Engineer
Office Engineering/Document Control

DIRECT LABOR HOURLY

RATE RANGE
Assistant Construction Manager
Senior Construction Manager
Program Manager
Structures Representative
Senior Resident Engineer
Principal in Charge
Construction Inspector (Group 1 Non-Prevailing Wage)
Construction Inspector (Group 2 Non-Prevailing Wage)
Drone Pilot/Technician
Resident Engineer

CLASSIFICATION
CC Agreement 2025-172CC Agreement 2025-172CC Agreement 2025-172 CC Agreement 2025-172

UNICO Engineering, Inc.
80 Blue Ravine Road, Suite 250
Folsom, CA 95630
P: 916.900.6623

RATE SCHEDULE
OVERHEAD %: 143.66% PROFIT %: 10% ESCALATION % 3%

CLASSIFICATION DIRECT LABOR

HOURLY RATE

FULLY LOADED

HOURLY RATE
2026

FULLY LOADED

HOURLY RATE
2028
Sr. Engineer/Geologist/Consultant
Construction Services Manager/Senior Engineer
Certified Payroll Admin.

Materials Tester - Group 1
Special Inspector - Group 2 242.97$
NV5
191.70$
199.01$

49.13$
237.97$
ꞏ Fixed Fee: In addition to the allowable incurred costs, City will pay Consultant a fixed fee of $10,302.88. The fixed fee is nonadjustable for the term of the agreement, except in the event of a significant change in the scope of work and such adjustment is made by Agreement amendment. A pro rata portion of Consultant's fixed fee will be included in the monthly progress payments ꞏ Other Direct Costs: $37,915 for lab testing, nuclear guage, field vehicle, milage costs, and certified payroll administration. ꞏ Billing Rate: Billing rate will consist of total actual labor costs and indirect costs of 143.66%. Billing Rate = [Actual Labor Cost+ (Actual Labor Cost* Indirect Costs of 143.66%)].
236.09$
231.23$

47.74$
193.38$
186.27$
229.22$
224.50$

46.35$
187.75$
180.85$ 65.51$

FULLY LOADED

HOURLY RATE
2027

83.03$

81.32$

16.79$

68.01$

NV5, Inc.
1868 Palma Drive, Suite A, Ventura, CA 93003 | 805.656.6074 | www.NV5.com Prevailing Wage Standard
(Hourly rates unless otherwise indicated. Charges are portal-to-portal from/to NV5’s lab) D. Support Staff & Special Services Standard A. Professional Staff Standard 1 Laboratory Technician 162$ 1 Principal Engineer/Geologist/Consultant 270$ 2 Certified Payroll Admin.(per project, per week) 61.50$ 2 Senior Engineer/Geologist/Consultant (PE, CEG) 246$ 3 Court Appearance and Depositions (hourly, 4 hr min) 590$ 3 Project Engineer/Geologist/Consultant 214$ 4 Clerical / Dispatch 92.00$ 4 Sr. Staff Engineer/Geologist/Consultant 191$
5 Staff Engineer/Geologist/Consultant 174$ E Pickup/Delivery, Field Vehicle, Sample Storage & Mileage 6 Construction Services Manager 242$ 1 Sample Pickup/Delivery (hourly, plus mileage) 98.50$ 7 Project Manager 218$ 2 Saturday Sample Pickup/Delivery (hourly, 4 hr minimum, plus mileage) 148$ 3 Mileage – (per mile, $35/day min. charge) 0.80$
B. Technical Staff Prevailing Wage Standard 4 Mileage – Coring Truck (per mile) 1.00$ 1 ICC Special Inspector I / Soil-Asphalt-ACI Technician I 152$ 116$ 5 Vehicle – Field Truck 2WD (per day) 78.50$ 2 ICC Special Inspector II / Soil-Asphalt-ACI Technician II 156$ 128$ 6 Vehicle – Field Truck 4WD (per day) 98.50$ 3 ICC Special Inspector III/Soil-Asphalt-ACI Technician III 163$ 139$ 7 Sample Storage - Bulk Bag, HMA Box, AC Binder (after testing complete) per mo. 11.22$ 4 AWS Certified Welding Inspector I 156$ 121$ 8 Sample Storage - Geotech Tube (after testing complete) per month 2.24$ 5 AWS Certified Welding Inspector II 163$ 134$
6 Roofing/Waterproofing Inspector I 152$ 121$ F Prevailing Wage / Labor Agreement Administration 7 Roofing/Waterproofing Inspector II 163$ 134$ 1 Prevailing Wage - Certified Payroll Reporting, per week 50.50$ 8 NDT Technician I (UT/Mag Part./Dye Pen.) 154$ 120$ 2 Project Labor Agreement - Hourly Surcharge 39.25$ 9 NDT Technician II (UT/Mag Part./Dye Pen.) 159$ 134$ 10 Field Supervisor 172$ 150$ H Diamond Coring (min. charge = field time w/travel + 1 hr. mob./demob.) 1 Machine, truck & 1 operator (accessible flatwork only) 284$ 252$ C. Public Works/DSA/OSPHD Inspection Prevailing Wage Standard 2 Machine, truck & operator & helper 414$ 376$ 1 Project Inspector I / OSHPD IOR C, DSA PI III 154$ 139$ 3 Coring Bit Charge (per inch) 4.21$ 2 Project Inspector II / OSHPD IOR B, DSA PI II 171$ 157$ 3 Project Inspector III/ OSHPD IOR A, DSA PI I 193$ 176$ 4 DSA Masonry / Shotcrete Inspection I 159$ 129$ Standard Laboratory Turn-Around-Times:
5 DSA Masonry / Shotcrete Inspection II 169$ 148$ (where applicable TAT indicated in superscript following the test method):
6 Special Inspection Verified Report (SIVR/VR, each) 376$ A – 3 working days; B – 5 working days; C – 7 working days; D – 10 working days; E – >10 working days 7 Laboratory / Geotech. Verified Rpt (DSA 291/293 – Test only, each) 625$ 8 Combined Lab Verified Report (DSA 291 – Tests & Inspections, each) 810$ 9 DSA 5 SI (Inspector Qualifications, each) 110$
10 DSA 109 Transfer of Geotechnical Responsibility 2,020$ Standard TAT indicates anticipated testing time under typical conditions and is subject to availability and precedence. RUSH TAT prioritizes testing over other samples. PRIORITY TAT dedicates technician to complete test as quickly as possible per the method specifications – hourly charges apply for weekend or holiday work.

GENERAL TERMS & CONDITIONS
2026 GEOTECHNICAL / MATERIAL TESTING FEE SCHEDULE
I. PROFESSIONAL, TECHNICAL, & SUPPORT STAFF

8. Travel – Hourly travel is charged portal-to-portal for technicians. Travel charges may be waived for special inspectors within 25 miles of our laboratory. Mileage/Trip Charges charged at rates listed below.

9. Per Diem – Per diem will be charged at 1.1 times the Federal (GSA) rate for all out-of- town assignments unless otherwise arranged.

10. Project Management & Report Distribution - All assignments are under the supervision of a Professional Engineer. PE time of 0.1 hour per inspection or ½- hour/week (min) will be invoiced for scheduling, management, & report review.

11. Expenses / Drillers-CPT / Subcontractors - Cost plus 15%.

12. Prevailing Wage – Client shall notify NV5, in writing, of any requirement for payment of California Prevailing Wage or other predetermined wage condition. Client agrees to indemnify NV5 against all costs related Client’s failure to notify NV5 of wage requirements.

13. Sample Disposition – All samples will be disposed upon completion of testing.

Samples suspected of contamination will be held pending disposition by Client.

Samples may be archived for a specified period for an agreed monthly fee – typically $5/mo per ring/tube sample, $10/mo AC box, $15/mo bulk.

14. Certified Payroll – A $45 per week, per project processing fee for Certified Payroll is assessed on Prevailing Wage Projects.

15. Escalation – Listed rates are subject to annual escalation in accordance with NV5 Ventura’s published annual Fee Schedule. Updated Fee Schedules will be published annually and become effective January 1.

16. Project Labor Agreements: A project administration and Union expense surcharge fee of $35/hr is accessed on projects under a PLA.

1. Testing Samples - An hourly preparation charge will be added to all samples submitted that are not ready for testing.

2. Turn-Around-Time - Standard TAT indicated in superscript. See notes regarding TAT at bottom of page 3.

RUSH: 50% surcharge. Sample prioritized over other samples in que.

PRIORITY: 100% surcharge: Completed as fast as possible per method.

3. Project Setup – A $250 fee applies for setup and administration of On-Call agreements and contracts less than $3,500.

4. Scheduling - A minimum of 24-hour notice is required to schedule personnel (48- hour for DSA/OSHPD projects). For same-day scheduling, a 50% premium applies.

Same-day cancellations will incur a 2-hour charge. Cancelation after field personnel have been dispatched will be charged a 4-hour minimum charge.

5. Minimum Charges – A minimum charge of 4 hours applies to inspection/testing call- out between 0 and 4 hours. Eight (8) hours will be charged for work performed over 4 hours up to 8 hours. Overtime charges will be rounded to the nearest half hour.

6. Overtime Rates - Rates are based on an 8-hr workday between 7:00 a.m. and 4:00 p.m., Monday-Friday. Work outside of these hours or in excess of 8 hr/day or 40 hr/wk will be charged at 1.5 times the listed rates. Work over 12 hours in 1 day or work on Sundays or holidays will be charged at 2.0 times quoted rates. Special Shift work is charged a 1.5 times normal rate unless a full week work (5 days) is scheduled.

7. Holidays - New Year Day, Memorial Day, Independence Day, Labor Day, Veteran Day, Thanksgiving Day & the following Friday, and Christmas Day. For holidays falling on Sat. or Sun., the closest regular workday will be observed.

USACE
CC Agreement 2025-172

2026 NV5 GEOTECHNICAL / MATERIAL TESTING FEE SCHEDULE
II. LAB TESTS: AGGREGATE, SOIL, & STONE Fee E. Lime Treatment / Soil Cement / CTB Tests Fee A. Soils - Geotechnical 1 Lime Treatment: pH by Eades & Grim – ASTM D6276 B 462$ 1 Atterberg Limits (LL and PL) – ASTM D4318, CTM 204 B 260$ 2 Lime Treatment: Fabrication & Compaction (3) – ASTM D3551 B 565$ 2 Consolidation (up to 9 Load/Rebound Pts) – ASTM D2435 E 454$ 3 Lime Treatment: Compressive Strength (ea) – ASTM D5102 B 141$ 3 Consolidation Time-Rate Curves, each E 113$ 4 Soil Cement – Moist.-Dens. - ASTM D558 – Lab Mixed B 525$ 4 Collapse – ASTM D4546 B 224$ 5 Soil Cement – Moist.-Dens. - ASTM D558 – Field Mixed C 392$ 5 additional Load Increment (Consol./Collapse) – per pt. 87.00$ 6 Soil Cement – Wet-Dry Durability – ASTM D559 E 1,255$ 6 Direct Shear, remolded sample – ASTM D3080 D 394$ 7 Soil Cement – Freeze-Thaw Durability – ASTM D560 E 1,470$ 7 Direct Shear, undisturbed (ring) sample – ASTM D3080 D 334$ 8 Soil Cement – Mix, Compact & Cure, each – ASTM D1632 A 167$ 8 Direct Shear, Repeated Residual – ASTM D3080 E 920$ 9 Soil Cement – Compressive Strength - each – ASTM D1633 A 154$ 9 Expansion Index – ASTM D4829 B 288$ 10 Cement Treated Base (CTB), compact & cure (3 samples)E 565$ 10 Moisture & Dry Density (ring samples)– ASTM D2937 C 31.40$ 11 Cement Treated Base – Compression (ea) 140$ 11 Organic Content by Oven Burn-off – ASTM D2974 B 302$ 12 Cement Treated Base – Stability (3) 675$ 12 pH (soil) – ASTM D4972 C 51.05$
13 Resistivity – ASTM G57 (1pt lab test) C 88.00$ F. Rip Rap / Rock Slope Protection / Dimensional Stone Fee 14 Resistivity (Minimum) – CTM 643 C 212$ 1 Abrasion Resistance (LA Rattler) - ASTM C535 C 354$ 15 Soil Classification – ASTM D2488 – Visual-Manual A 60.50$ 2 Absorption / Apparent Specific Gravity – ASTM C127, CTM 206 D 167$ 16 Soluble Chloride / Soluble Chloride - each (soils) C 108$ 3 Durability – CTM 229 D 354$ 17 Unconfined compression on prepared specimens C 187$ 4 Percentage Wear – ASTM C131 D 300$ 5 Compressive Strength – ASTM C170 D 180$
B. Particle Size Analysis Fee 6 Water Absorption & Density – ASTM C97 (3 required) D 113$ (listed fees are for standard ASTM C33 sieve stack, special sieves by quote) 7 Modulus of Rupture – ASTM C99 D 194$ 1 Sand Equivalent – ASTM D2419, CTM 217 (per tube) A 155$ 8 Flexural Strength – ASTM C880 D 220$ 2 Sieve #200 wash only – ASTM D1140, CTM 202 A 129$ 9 Sulfate Soundness, 5 cycle test per primary size – ASTM D5240 D 4,170$ 3 Sieve (coarse or fine only, no wash – ASTM C136, CTM 202) A 141$ 10 addition Soundness samples (>5 specimens) 795$ 4 Sieve (coarse & fine w/ wash – ASTM C136, CTM 202) A 180$ 11 Sample Preparation (cutting/crushing/processing-1 hr min) /hr 264$ 5 Hydrometer w/ Fine Sieve – ASTM D422, CTM 203 B 288$
6 Hydrometer w/ Fine & Coarse Sieve – ASTM D422, CTM 203 B 328$ III. LAB TESTS: CEMENT, CONCRETE, & MASONRY Fee A. Cement
C. Moisture Density Relationship Fee 1 Grab sample (CCR Title 24) includes 1 year storage 96.50$ 1 Max. Density-Opt. Moisture (4 in. mold) – ASTM D1557, D698 A 290$ 2 Compression Test – High Strength Grout 2” cube – ASTM C109 A 79.50$ 2 Max. Density-Opt. Moisture (6 in. mold) – ASTM D1557, D698 A 356$ 3 Max. Density-Opt. Moist. w/ Rock Corr. – ASTM D1557, D4718 A 424$ B. Concrete 4 Maximum Density Checkpoint (4 in. mold) A 128$ 1 Compression test: Concrete 4x8 cylinder – ASTM C39 37.00$ 5 Caltrans Relative Compaction (Wet Density) – CTM 216 A 374$ 2 Compression test: Concrete 6x12 cylinder – ASTM C39 43.50$ 3 Compression test: Concrete/Shotcrete Core – ASTM C42 C 98.50$ D. Aggregate, Soil & Rock Fee 4 Concrete cylinder mold (w/ lid - spare) 16.00$ 1 Abrasion Resistance by LA Rattler – ASTM C131, CTM 211 B 276$ 5 Concrete cylinder p/up: 4x8 (>25mi. radius of Lab add hrly p/up rate) 21.00$ 2 Absorption, sand or gravel – ASTM C127, C128 B 140$ 6 Concrete cylinder p/up: 6x12 (>25mi. radius of Lab add hrly p/up rate) 30.00$ 3 California Bearing Ratio (CBR) with expansion – ASTM D1883 C 920$ 7 Concrete Mix Design Review (excludes testing & revisions) A 354$ 4 Clay lumps and friable particles, per primary size–ASTM C142 C 147$ 8 Concrete mix proportion revision 246$ 5 Cleanness Test – ASTM D4740, CTM 227 A (<1.5" max size) 167$ 9 Concrete Trial Batch (includes 6 compression tests) Per Quote 6 Cleanness Test – ASTM D4740, CTM 227 A (1.5"-2.5" size) 392$ 10 Coring of Shotcrete/Gunite panel in laboratory, each core 87.00$ 7 Crushed particles, per primary size C 212$ 11 Density of Lightweight Struct. Concrete (ASTM C567 -Equil)C 278$ 8 Durability Index ($120 per size fraction) – CTM 229 A 276$ 12 Drying shrinkage – ASTM C157 (set of 3, 5 ages) E 730$ 9 Flat & Elongated Particles (per bin size) – ASTM D4791 C 240$ 13 End preparation of cores, diamond sawing, per cut 29.00$ 10 Lightweight pieces, per size fraction – ASTM C123 C 514$ 16 Flexural beam pickup (>25mi. radius of Lab add hrly p/up rate) 61.50$ 11 Moisture determination (aggregate samples) A 44.30$ 17 Flexural strength, 6”x6” beam – ASTM C78 & C293 A 112$ 12 Mortar making properties of Sand ASTM C87 D 496$ 18 Lab Trial Batch, not including specimen tests - ASTM C192 Per Quote 13 Organic Impurities – ASTM C40, CTM 213 B 123$ 19 Lightweight insulating concrete – unit weight (oven dry) 142$ 14 Petrographic Analysis of Gravel – ASTM C295 (single grading) E 640$ 20 Lightweight. insulating concrete compress, 4 req. – ASTM C495 113$ 15 Petrographic Analysis of WC Sand – ASTM C295 (pre-graded) E 1,090$ 21 Modulus of elasticity, 4”x8” cylinder – ASTM C469 D 364$ 16 Potential Reactivity Test – ASTM C289 Chemical Method D 640$ 22 Non-Shrink (Dry-Pack) Grout Compression – 2”x2”x2” 72.50$ 17 Potential Reactivity – ASTM C227 Mortar Bar Method (3 month) E 1,005$ 23 Petrographic Analysis - Hardened Concrete – ASTM C856 (per core) E 1,390$ Extended Aggr Reactivity Test -Each additional month 151$ 24 Poisson’s Ratio on 6”x12” cylinders – ASTM C469 D 18 Potential Reactivity Test – ASTM C1260 Rapid Method E 800$ 25 Shotcrete/Gunite panel pick-up (>25mi. radius of Lab add hourly pickup rate) 109$ 19 Potential Reactivity – ASTM C1293 Mortar Bar w/ Pozz (12 m) E 2,050$ 26 Splitting Tensile – ASTM C496 D 268$ Extend to 24-months add (C1293 requires Sp.Grav. & Unit Wgt) 1,030$ 27 Thermal Resistivity – Concrete - FTB D 1,330$ 20 Potential Reactivity Test – ASTM C1567 Rapid-Cement Combo E 970$ 21 ’R’ Value – ASTM D2844, CT 301 (Treated material by quote) C 406$ 22 Specific gravity w/ absorption - coarse – ASTM C127, CTM 206)B 142$ 23 Specific gravity w/ absorption - fine – ASTM C128, CTM 207)B 167$ 24 Sulfate Soundness, 5 cycle test per primary size – ASTM C88 D 466$ 25 Thermal Resistivity of Soil (including 1 proctor curve) D 1,320$ 26 Uncompacted Void Content of Fine Aggregate – AASHTO T304 B 224$ 27 Unit weight – ASTM C29 B 93.00$

Page 2 of 4 ends

CC Agreement 2025-172

2026 NV5 GEOTECHNICAL / MATERIAL TESTING FEE SCHEDULE
C. Masonry Fee D. Structural Steel Fee
1 Absorption - Brick, 5 required – ASTM C67 D 103$ 1 Cutting & machining charges cost plus 15% 2 Absorption - Concrete Masonry Unit, 3 required – ASTM C140 D 79.50$ 2 Bend test, structural, all sizes 103$ 3 Compression - Concrete Masonry Unit, 3 required – ASTM C140 D 121$ 3 Tensile test, ≤ ¾” cross-section (cutting & machining extra)* 116$ (requires absorption & unit wt. tests for net area) 4 Tensile test, > ¾” cross-section (cutting & machining extra)* 180$ 4 Compression - Masonry Core C 75.00$
5 Compression - Masonry Prisms 8”x 8” – ASTM C1314 D 236$ V. LAB TESTS: ASPHALT & ASPHALTIC CONCRETE Fee 6 Compression test, Masonry Grout 3x6" specimens - ASTM C1019 54.50$ A. Asphalt Emulsion & Slurry Seal 7 Compression test, mortar specimens - ASTM C109 54.50$ 1 Consistency Test – ASTM D3910 A 129$ 8 Compression, brick, 5 required – ASTM C67 D 67.00$ 2 Extraction Test – D6307, CT 382 A 334$ 9 Diamond sawing of masonry coupons 67.50$ 3 Water Content - per SSPWC §302-4.9.1 A 193$ 10 Dimensions – masonry unit, 3 required D 72.50$ 4 Wet Track Abrasion – ASTM D3910 (prep. not included) A 216$ 11 Linear shrinkage, masonry unit, set of 3 – ASTM C426 E 660$ 12 Masonry Unit Acceptance Tests – ASTM C140 D (set of 3) 860$ B. Asphaltic Concrete, Aggregate And Mixes Fee (includes absorption, compression, dimensions, unit weight) 1 Air Voids -- ASTM D3203, T269 (does not include max.) 356$ 13 Mortar Aggregate Ratio – ASTM C780 (A4)B 478$ 2 Bulk Specific Gravity (HVEEM – 3 pt. LTMD) CT308 / T166 A 334$ 14 Modulus of rupture, brick, 5 required – ASTM C67 D 159$ Coring of asphaltic concrete – See Section E Diamond Coring 15 Moisture content - masonry unit (as received),3 req’d– ASTM C140 D 69.00$ 3 Extraction - Ignition Oven Method – D6307, T308, CT 382 A 236$ 16 Relative Mortar Strength - CTM 515 D 615$ 4 Extraction - Solvent Method – D2172, T164 B 436$ 17 Sample Pickup – Grout, Mortar (per specimen) 43.200$ 5 Film Stripping – CTM 302 C 224$ 18 Sample Pickup – Masonry Prism (per specimen) 112$ 6 Gyratory Compaction, 6” specimen, Lab Mix* – AASHTO T312 B 484$ 19 Shear test on masonry core – CBC 2105A.4 B 158$ 7 Gyratory Compaction, 6” specimen, Plant Mix* – AASHTO T312 B 418$ 20 Tensile test on masonry block 615$ 8 Gyratory Compaction- ARHM, 6” specimen, Plant Mix* – T312 B 830$ 21 Unit weight, Masonry Unit, 3 required – ASTM C140 D 82.50$ 9 Hamburg Wheel Track – AASHTO T324 B 2,010$ 22 Veneer Shear Test – ASTM C482 D (5 required) 276$ 10 Ignition Oven Correction Factor – CTM 382 B 880$ 23 Visual Examination & Photo-Document Core – CBC 2105A.4 B 69.00$ 11 Marshall – Preparation & Compaction A 282$ 12 Marshall - Stability and flow (core) – ASTM D6927 A 176$ IV. LAB TESTS: REINFORCING & STRUCTURAL STEEL Fee 13 Marshall - Stability and flow (bulk) – ASTM D6927 B 442$ A. General Testing 14 Marshall - Specific Gravity – ASTM D2926 A 310$ 1 Fireproofing Density (Oven Dried) - ASTM E605 B 151$ 15 Theoretical Maximum Specific Gravity (RICE) – D-2041, CT 309 A 270$ 2 Processing mill certification (each size & heat) 44.90$ 16 Moisture content – ASTM D-1461 A 153$ 3 Torque Wrench Calibration (25-250 ft-lb) 163$ 17 Recovery of Extracted Asphalt (extraction only) - ASTM D5404 D 338$ 4 Rockwell or Brinell Hardness, average of three readings 49.35$ 18 Recovery of rubber from ARHM extraction D 424$ 5 Zinc coating, each item (includes Haz Mat Fee) C 288$ 19 Specific gravity of core – ASTM D2726 A 79.50$ 20 HVEEM Stabilometer test on premixed sample – CTM 366 A 252$ B. Reinforcing Steel Fee 21 Stabilometer test and mising of sample B 540$ 1 Deformations, reinforcing steel C 80.00$ 22 Surface Abrasion – CTM 360 C 705$ 2 Pre-stress, strand or wire, tensile & elongation D Per Quote 23 Resistance to Moisture Induced Damage – T-283 D 2,495$ 3 Proof test on post-tension assembly Per Quote 24 Resistance to Moisture Induced Damage – CT 371 D 3,575$ 4 Bend Test (rebar) #3 - #6 C 87.50$ 25 Voids in Mineral Aggregate (VMA) - MS-2B 135$ 5 Bend Test (rebar) #7 - #9 C 162$
6 Bend Test (rebar) #10 - #11 D 280$
7 Bend Test (rebar) #14 - #18 D 448$
8 Tensile test (rebar), #3 - #6 C 87.50$
9 Tensile test (rebar) #7 - #9 C 162$
10 Tensile test (rebar) #10 - #11 D 280$
11 Tensile test (rebar) #14 - #18 D 448$
12 Tensile test (rebar) #14, #18 D 426$
13 Rebar Mechanical Coupler (Tension) Test (up to #11 bar) D 296$ C. High Strength Bolts Fee
1 High-Strength Bolt Assembly ea. (Bolt, Nut, & Washer) D (<7/8") 432$ 2 High-Strength Bolt Assembly ea. (Bolt, Nut & Washer) D (7/8"-1.125") 510$ 3 High-Strength Bolt Assembly ea. (Bolt, Nut & Washer) D (>1.125") 565$ 5 Bolt – Wedge Tensile D - ASTM F606 (<7/8") 84.00$
6 Bolt – Wedge Tensile D - ASTM F606 (7/8" - 1.125") 112$ 7 Bolt – Wedge Tensile D - ASTM F606 (> 1.125") 140$
8 Bolt – Proof Load/Elongation D - ASTM F606 (<7/8") 90.00$ 9 Bolt – Proof Load/Elongation D - ASTM F606 (7/8" - 1.125") 123$ 10 Bolt – Proof Load/Elongation D - ASTM F606 (>1.125") 146$ 11 Nut - Proof Load D - (<7/8") 73.00$
12 Nut - Proof Load D - (7/8" - 1.125") 90.00$
13 Nut - Proof Load D - (>1.125") 107$
14 Hardness (ASTM E18) D 84.00$

Page 3 of 4 ends

CC Agreement 2025-172

2026 NV5 GEOTECHNICAL / MATERIAL TESTING FEE SCHEDULE
VI. MATERIALS AND EQUIPMENT Fee
A. Equipment
1 Air Meter (Concrete).per day 72.50$
2 Asphalt Patch (cold patch / cutback) – per bag 52.00$ 3 Calibrated Hydraulic Ram (Pull test) - per day 128$
4 Ceiling Wire Dead-Weight Equip. - per day 218$ Standard Laboratory Turn-Around-Times:
5 Coating Thickness Gauge - per day 151$ (where applicable TAT indicated in superscript following the test method):
6 Concrete Slab Moisture Emission Kit / RH Probe (ea.) 115$ A – 3 working days; B – 5 working days; C – 7 working days; D – 10 working days; E – >10 working days 7 Cure Box - Insulatated (per box, per deployment) 196$ 8 Cure Box - Temperature Controled (per month) 560$
9 Floor Flatness Dipstick (plus labor – 4hr min) - per day 770$ 10 Double Ring Infiltrometer - per day 330$
11 Durometer Gauge (Shore A/D) - per day 78.50$
12 Dynamic Cone Penetrometer (Wildcat w/ 35 lb hammer) - per day 670$ 13 Generator (Portable) - per day 126$
14 Ground Penetrating Radar (GPR) – (plus labor–4 hr min) /day 530$ 15 Half-Cell Corrosion Potential Equpiment - per day 488$ 16 Hardness Gauge (Brinell, Rockwell) - per day 164$
17 Non-Shrink High-Strength Grout (per bag) 67.00$
18 Nuclear Density Gauge - per day 56.00$
19 Pachometer (Rebar) Survey Equipment - per day 134$
20 Peristaltic Groundwater Sampling Pump - per day 290$ 21 Sand Cone Density Equipment) - per day 56.00$
22 Scaffold – Portable - per day 151$
23 Schmidt Hammer - per day 101$
24 Seismic Refraction Survey, 24-Channel Seismodule - per day 2,525$ 25 Skidmore Wilhelm - per day 284$
26 Slope Inclinometer Probe & Data Collector - per day 400$ 27 Soil Resistivity Survey (4-pin) - per day 476$
28 Torque Wrench (Large, >100 ft-lb), per day 115$
29 Torque Wrench (Small), per day 36.45$
30 Ultrasonic / Mag. Particle Equipment & Consumables.per day 103$ ADDITIONAL TESTS: NV5 performs a broad spectrum of field and laboratory testing. This Fee Schedule lists only the most common tests performed. For information regarding additional testing services, please contact our laboratory.

Standard TAT indicates anticipated testing time under typical conditions and is subject to availability and precedence. RUSH TAT prioritizes testing over other samples. PRIORITY TAT dedicates technician to complete test as quickly as possible per the method specifications – hourly charges apply for weekend or holiday work.

Page 4 of 4 ends

CC Agreement 2025-172

Form Approved April 2021 C-1

EXHIBIT C
IN

SURANCE

1. Required Insurance. Before commencing any services, Consultant must procure and maintain in full force and effect during the term of this Agreement the following types of insurance with at least the minimum coverage listed and subject to the applicable additional requirements set forth below:

Type of Insurance Limits
Commercial General Liability $1,000,000 / $2,000,000 (occurrence/aggregate) Business Automobile Liability $1,000,000 combined single Workers’ Compensation Statutory Requirements
Professional Liability $1,000,000

2. Insurance Rating. All insurance required to be maintained by Consultant must be issued by companies licensed by or admitted to conduct insurance business in the State of California by the California Department of Insurance and must have a rating of A- or better and Financial Size Cat egory Class VII or better by the latest edition of A.M. Best’s Key Rating Guide, unless otherwise approved by Local Agency’s legal counsel.

3. Commercial General Liability Insurance. The commercial general liability insurance must meet or exceed the requirements of Insuranc e Services Office (ISO) form CG 00 01, and must be provided on a per occurrence basis for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. The insurance must be on an “occurrence” not a “claims made” basis. Defense costs must be paid in addition to limits. There must be no cros s-liability exclusion for claims or suits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self -insurance, a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the Local Agency, its officers, employees and agents, and volunteers; blanket endorsements are acceptable. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

4. Business Automobile Insurance. The business automobile insurance coverage must be at least as broad as ISO Business Auto Coverage form CA 00 01, covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount stated above per combined single limit for each accident. Such insurance must include a waiver of subrogation applicable to the insurance or self-insurance, a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the Local Agency, its officers, employees and agents, and volunteers; blanket endorsements are acceptable.

5. Workers’ Compensation. If Consultant has any employees, Consultant must maintain workers’ compensation insurance (statutory lim its) and employer’s liability insurance (with limits of at least $1,000,000). Such insurance must include a waiver of subrogation endorsement in favor of the Local Agency, its officers, employees, agents, and volunteers; a blanket endorsement is acceptable.

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6. Professional Liability (Errors & Omissions) Insurance . The professional liability insurance must cover the services to be performed under this Agreement. The coverage must be provided on a “claims made” basis. Consultant must maintain continuous coverage through a period not less than three years after the completion of the services required under this Agreement.

7. Umbrella or Excess Liability Insurance . If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella or excess liability policy must include a “drop-down provision” requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason. Coverage must be provided on a “pay-on- behalf” basis, with defense costs payable in addition to policy limits. There may be no cross- liability exclusion precluding coverage for claims or suits by one insured against another.

The policy must “follow form” to the underlying primary policy. Coverage must be applicable to all insureds under the primary policies. The insurance must contain or be endorsed to contain a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement for the benefit of Local Agency. The scope of coverage provided is subject to approval of Local Agency following receipt of the required proof of insurance.

8. Consultant’s Limitations and Endorsements. The Consultant’s insurance policies must not include any endorsements or provisions that limit coverage for the following risks:
explosion, collapse, or underground hazards (XCU); products and completed operations; and contractual liability. These coverages must be specifically included without any exclusions, modifications, or restrictions that would limit the scope of protection otherwise afforded by the basic policies. Any endorsement or exclusion that reduces or eliminates coverage for the above-listed risks is unacceptable.

9. Deductibles and Self-Insured Retention. Any deductibles or self-insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by Local Agency. In no event may any required insurance policy have a deductible, self-insured retention or other similar policy provision in excess of $50,000 without prior written approval by Local Agency in its sole discretion. At the option of Local Agency, either the insurer will reduce or eliminate such deductibles or self-insured retentions with respect to the Local Agency’s additional insureds or Consultant will procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions.

10. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies. Prior to commencing any services under this Agreement, Consultant must file with the Local Agency certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement, along with such other evidence of insurance or certified copies of policies as may reasonably be required by Local Agency. These certificates of insurance and endorsements must be in a form approved by the Local Agency’s legal counsel. Consultant must maintain current certificates and endorsements on file with Local Agency during the term of this Agreement reflecting the existence of all required insurance. Each of the certificates must expressly provide that no material change in the policy, or termination or cancellation of the required coverage, will be effective except upon 30 days’ prior written notice to Local Agency by certified mail, return receipt requested (except for nonpayment for which a 10-day notice is required). The delivery to Local Agency of any certificates of insurance or endorsements that do not comply with the requirements CC Agreement 2025-172

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of this Agreement will not waive the Local Agency’s right to require compliance. In the event that Consultant’s policies are materially changed, Consultant must provide the Local Agency with at least 30 days’ prior written notice of the applicable changes. Local Agency reserves the right to require complete, certified copies of all required insurance policies at any time.

11. Failure to Maintain Required Insurance . If Consultant, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the Local Agency may, but is not obligated to, obtain such coverage at Consultant’s expense and deduct the cost from the sums due Consultant. Alternatively, Local Agency may terminate the Agreement.

12. Effect of Coverage. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or lim it Consultant’s indemnity obligations under this Agreement. Consultant acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required. Should any coverage carried by the Consultant or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits and broader coverage will become the required minimum limits and insurance coverage in all sections of this Agreement. Any insurance proceeds available to Local Agency in excess of the limits and coverages required by this Agreement, and whic h is applicable to a given loss, must be made available to Local Agency to compensate it for such losses.

13. Required Insurance for Subconsultants/Subcontractors . Consultant agrees to ensure that any subconsultants/subcontractors providing services under this Agreement provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to review and monitor all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.

14. Right to Revise Insurance Specifications . Local Agency reserves the right to change the amounts and types of insurance required by giving Consultant at least 90 days advance written notice of such change. If such change results in substantial additional cost to Consultant, the parties may renegotiate Consultant’s compensation.

15. Timely Notice of Claims . Consultant must give Local Agency prompt notice of claims made of lawsuits initiated that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability insurance policies.

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Exhibit 10-R: A&E AGREEMENT LANGUAGE
(For Local Assistance Federal-Aid Projects)

TABLE OF CONTENTS
Page
ARTICLE I INTRODUCTION .................................................................................................................... 3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS ...................................................................... 4 ARTICLE III STATEMENT OF WORK ..................................................................................................... 4 ARTICLE IV PERFORMANCE PERIOD .................................................................................................. 4 ARTICLE V ALLOWABLE COSTS AND PAYMENTS ............................................................................ 4 ARTICLE VI TERMINATION ..................................................................................................................... 5 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ...................................... 6 ARTICLE VIII RETENTION OF RECORD/AUDITS .................................................................................. 6 ARTICLE IX AUDIT REVIEW PROCEDURES ......................................................................................... 6 ARTICLE X SUBCONTRACTING ............................................................................................................ 8 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ................................ 9 ARTICLE XII STATE PREVAILING WAGE RATES .............................................................................. 10 ARTICLE XIII CONFLICT OF INTEREST ............................................................................................... 13 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ........................ 13

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING ..................................................................................................................................... 13 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE .................... 14 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION ................................................... 15 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) ............................................... 15 ARTICLE XIX NOT USED ....................................................................................................................... 16 ARTICLE XX FUNDING REQUIREMENTS ............................................................................................ 16 ARTICLE XXI CHANGE IN TERMS ....................................................................................................... 16 ARTICLE XXII CONTINGENT FEE ........................................................................................................ 16 ARTICLE XXIII NOT USED .................................................................................................................... 16 ARTICLE XXIV INSPECTION OF WORK .............................................................................................. 16 ARTICLE XXV SAFETY ......................................................................................................................... 17 ARTICLE XXVI NOT USED .................................................................................................................... 17 ARTICLE XXVII NOT USED ................................................................................................................... 17 ARTICLE XXVIII CONFIDENTIALITY OF DATA ................................................................................... 17 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION ...................................... 18 ARTICLE XXX EVALUATION OF CONSULTANT ................................................................................. 18

EXHIBIT D
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ARTICLE XXXI TITLE VI ASSURANCES .............................................................................................. 18 ARTICLE XXXII NOTIFICATION ............................................................................................................ 22 ARTICLE XXXIII CONTRACT ................................................................................................................ 22

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ARTICLE I INTRODUCTION
A. This AGREEMENT is between the following named, hereinafter referred to as, CONSULTANT and the following named, hereinafter referred to as, LOCAL AGENCY:

The name of the “CONSULTANT” is as follows:

UNICO Engineering, Inc.

Incorporated in the State of CALIFORNIA
The Project Manager for the “CONSULTANT” will be

CESAR MONTES DE OCA
The name of the “LOCAL AGENCY” is as follows:

CITY OF CAMARILLO

The Contract Administrator for LOCAL AGENCY will be JAMES CAMPERO

B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and the approved CONSULTANT’s Cost Proposal dated OCTOBER 23, 2025. The approved CONSULTANT’s Cost Proposal is attached hereto (EXHIBIT A) and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless LOCAL AGENCY, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this AGREEMENT on the part of CONSULTANT, except such loss or damage which was caused by the sole negligence, or willful misconduct of LOCAL AGENCY, as determined by a Court of competent juri sdiction. The provisions of this section shall survive termination or suspension of this AGREEMENT.

D. CONSULTANT in the performance of this AGR EEMENT, shall act in an independent capacity. It is understood and agreed that CONSULTANT (including CONSULTANT's employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable to employees of LOCAL AGENCY.

E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of the AGREEMENT, and is not required to issue W- 2 Forms for income and employment tax purposes for any of CONSULTANT's assigned personnel.

CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.

F. Any third party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction, supervision, and control of CONSULTA NT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY harmless from any and all cl aims that may be made against LOCAL AGNECY based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

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G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from LOCAL AGENCY under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

H. CONSULTANT shall be as fully responsible to the LOCAL AGENCY for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, in the same manner as persons directly employed by CONSULTANT.

I. No alteration or variation of the terms of this AGREEMENT shall be valid, unless made in writing and signed by the parties authorized to bind the parties; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto.

J. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of CONSULTANT’s expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.

ARTICLE III NOT USED

ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on MAY 13, 2026, contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on JUNE 30, 2026, unless extended by AGREEMENT amendment.

B. CONSULTANT is advised that any recommendat ion for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY.

ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. The method of payment for this AGREEMENT will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY’s approved overhead rate set forth in the Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I” of this Article shall not be CC Agreement 2025-172

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exceeded, unless authorized by AGREEMENT amendment.

B. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific AGREEMENT. CONSULTANT’s agreement to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or AGREEMENT award.

C. In addition to the allowable incurred costs , LOCAL AGENCY will pay CONSULTANT a fixed fee of $83,25

4.24. The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.

D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.

E. When milestone
cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such
cost estimate.

F. Progress payments will be made monthly in
arrears based on services provided and allowable
incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this AGREEMENT.

H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing.

Invoices shall detail the work performed on each milestone and each project as
applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference
this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment
Purchase. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT’s work. Invoices
shall be mailed to LOCAL AGENCY’s Contract
Administrator at the following address:
[email protected]
cc: Andre Grubb at [email protected]
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $1,067,043.33.

J. For
personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases,
which are the direct result of changes in the prevailing wage rates are reimbursable.

ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY, provided that LOCAL AGENCY gives not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon terminat ion, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

B. LOCAL AGENCY may temporarily suspend this AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return CC Agreement 2025-172

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receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately sus pend its activities under this AGREEMENT. A temporary suspension may be issued concurrent with the notice of termination.

C. Notwithstanding any provisions of this AGREEM ENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY for damages sustained by LOCAL AGENCY by virtue of any breach of this AGREEMENT by CONSULTANT, and LOCAL AGENCY may withhold any payments due to CONSULTANT until such time as the exact am ount of damages, if any, due LOCAL AGENCY from CONSULTANT is determined.

D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT. Upon termination, LOCAL AGENCY s hall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A. The CONSULTANT agrees that 48 CFR 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR 31 or 2 CFR 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY.

D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

ARTICLE VIII RETENTION OF RECORD/AUDITS
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained for three (3) years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSULTANT, Subconsultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The CC Agreement 2025-172

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request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.

D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, LOCAL AGENCY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1. During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues durin g the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.

Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months CC Agreement 2025-172

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to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.

4. CONSULTANT may submit to LOCAL AGENCY fi nal invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT.

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.

C. Any subagreement entered into as a result of th is AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

D. Any substitution of Subconsultants must be appr oved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

Prompt Progress Payment
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal.

CONSULTANT must submit Exhibit 9-P to the LOCAL AGENCY administering the contract by the

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15th of the month following the month of any payment(s). If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

The LOCAL AGENCY must verify all Exhibit 9-P information, monitor compliance with prompt payment requirements for DBE and non-DBE fi rms, and address any shortfalls to the DBE commitment and prompt payment issues until the end of the project. The LOCAL AGENCY must email a copy of Exhibit 9-P to [email protected] before the end of the month after receiving the Exhibit 9-P from the CONSULTANT.

F. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONS ULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

Method 1: No retainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT. CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial rem edies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.

ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL AGENCY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.

C. Any equipment purchased with funds provided under t he terms of this AGREEMENT is subject to the following:

1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the CC Agreement 2025-172

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equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price.

If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment.

Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

2. Regulation 2 CFR 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project.

ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or Subconsultant may be awarded an AGREEMENT containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments.

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction site s, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve LOCAL AGENCY projects . Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the Department of Industrial Relations website at https://www.dir.ca.gov.

D. Payroll Records

1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or Subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.

2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by LOCAL AGENCY representatives at all reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified payrolls or permit inspection of its records as follows:
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furnished to the employee or the employee's authorized representative on request. b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT. c. The public shall not be given access to certified payroll records by the CONSULTANT.

The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request.

3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.

4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the CONSULTANT or Subconsultant performing the work shall not be marked or obliterated.

5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above.

In the event the CONSULTANT or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a Subconsultant to comply with this section.

E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment w ill not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.

F. Penalty

1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775.

Pursuant to Labor Code §1775, the CONSULTANT and any Subconsultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its Subcons ultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or Subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if CC Agreement 2025-172

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the CONSULTANT or Subconsultant had knowledge of the obligations under the Labor Code.

The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.

3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or Subconsultant.

4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the CONSULTANT of the project is not liable for the penalties described above unless the CONSULTANT had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the Subconsultant for work performed on the public works project. d. Prior to making final payment to the Subcons ultant for work performed on the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subconsultant that the Subconsultant had paid the specified general prevailing rate of per diem wages to the Subconsultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay workers the general prevailing rate of per diem wages.

6. If LOCAL AGENCY determines that employees of a Subconsultant were not paid the general prevailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under the AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due the Subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by LOCAL AGENCY.

G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its Subconsultants 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 the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.

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H. Employment of Apprentices

1. Where either the prime AGREEMENT or the subagreement exceeds thirty thousand dollars ($30,000), the CONSULTANT and any subconsultants under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. CONSULTANTs and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-to- apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all subconsultants’ compliance with these requirements. Penalties are specified in Labor Code §1777.7.

ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY cons truction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project which will follow.

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT. CONSULTANT further agrees to comp lete any statements of economic interest if required by either LOCAL AGENCY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any LOCAL AGENCY employee.

For breach or violation of this warranty, LOCAL AGENCY shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS

FOR LOBBYING

A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

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or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuati on, renewal, amendment, or modification of this AGREEMENT.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this AGREEMENT, the CONS ULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.

C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.

ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR §11102.

B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such ar ticle. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its faciliti es as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.

E. CONSULTANT and its subconsultant s shall give written notice of their obligations under this clause

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to labor organizations with which they have a collective bargaining or other Agreement.

F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

G. The CONSULTANT, with regard to the work per formed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

I. CONSULTANT, subrecipient or subconsultant w ill never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin.

ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

C. Exceptions to the Federal Government excluded parties ( https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.

ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE)
A. CONSULTANT, or subconsultant, shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26).

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In accordance with 49 CFR 26.13(b):

CONSULTANT, or subconsultant, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the LOCAL AGENCY deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions; and/or
(3) Disqualifying CONSULTANT from future proposing as non-responsible

ARTICLE XIX NOT USED

ARTICLE XX FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the AGREEMENT were executed after that determination was made.

B. This AGREEMENT is valid and enforceable only if sufficient funds are made available to LOCAL AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.

C. It is mutually agreed that if sufficient funds are not appropriated, this AGREEMENT may be amended to reflect any reduction in funds.

D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.

ARTICLE XXI CHANGE IN TERMS
A. This AGREEMENT may be amended or modified only by mutual written agreement of the parties.

B. CONSULTANT shall only commence work co vered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY’s Contract Administrator.

C. There shall be no change in CONSULTANT’s Projec t Manager or members of the project team, as listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written approval by LOCAL AGENCY’s Contract Administrator.

ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AG REEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such

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commission, percentage, brokerage, or contingent fee.

ARTICLE XXIII NOT USED

ARTICLE XXIV INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if federal participating funds are used in this AGREEMENT; to review and inspect the project activities and files at all reasonable times during the performance period of this AGREEMENT.

ARTICLE XXV SAFETY
A. CONSULTANT shall comply with OSHA regul ations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives.

CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site.

B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code.

CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.

D. CONSULTANT must have a Division of Occupat ional Safety and Health (CAL-OSHA) permit(s), as outlined in Labor Code §6500 and §6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five (5) feet or deeper.

ARTICLE XXVI NOT USED

ARTICLE XXVII NOT USED

ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this AGREEM ENT, shall be protected by CONSULTANT from unauthorized use and disclosure.

B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AG ENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT, at public hearings, or in response to questions from a Legislative committee.

D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this AGREEMENT without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.

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E. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article.

F. All information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity, other than LOCAL AGENCY, Caltrans, and/or FHWA. All of the materials prepared or assembled by CONSULTANT pursuant to performance of this Contract are confidential and CONSULTANT agrees that they shall not be made available to any individual or organization without the prior written approval of LOCAL AGENCY or except by court order. If CONSULTANT or any of its officers, employees , or subcontractors does voluntarily provide information in violation of this Contract, LOCAL AGENCY has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the information, including, but not limited to, LOCAL AGENCY’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately prec eding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LO CAL AGENCY. A copy of the evaluation will be sent to CONSULTANT for comments. The evaluati on together with the comments shall be retained as part of the AGREEMENT record.

ARTICLE XXXI TITLE VI ASSURANCES
APPENDICES A - E of the TITLE VI ASSURANCES

APPENDIX A

During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:
a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.
b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations.

c. Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub- agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

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d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of CONSULTANT is in th e exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information. e. Sanctions for Noncompliance: In the ev ent of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreemen t, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:

i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
ii. cancellation, termination or suspension of the Agreement, in whole or in part.

f. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

CONSULTANT shall take such action with respect to any sub-agreement or procurement as the recipient or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of such direction, CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

APPENDIX B

CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY

The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4:

NOW THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the recipient will accept title to the lands and maintain the project constructed thereon in accordance with Title 23 U.S.C., the regulations for the administration of the preceding statute, and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the recipient all the right, title and interest of the U.S.

Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto the recipient and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the recipient, its successors and assigns. The recipient, in consideration of the conveyance of said lands and interest in lands, does hereby covenant CC Agreement 2025-172

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and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed, and (2) that the recipient will use the lands and interests in lands and interest in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended, and (3) that in the event of breach of any of the above-mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said lands, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction.

APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE

ACTIVITY, FACILITY, OR PROGRAM
The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the recipient pursuant to the provisions of Assurance 7(a):

A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree in the case of deeds and leases add “as a covenant running with the land” that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S.

Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations(as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non- discrimination covenants, the recipient will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.

C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the recipient will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the recipient and its assigns.

APPENDIX D

CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE

ACTIVITY, FACILITY OR PROGRAM
The following clauses will be included in deeds, lic enses, permits, or similar instruments/agreements entered into by the recipient pursuant to the provisions of Assurance 7(b):

A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest ,and assigns, as a part of the consideration hereof, does CC Agreement 2025-172

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hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishings of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits or, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance.

B. With respect to (licenses, leases, permits, etc.) in the event of breach of any of the above of the above Non-discrimination covenants, the recipient will have the right to terminate the (license, permits, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.

C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, the recipient will there upon revert to and vest in and become the absolute property of the recipient and its assigns.

APPENDIX E

During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following non- discrimination statutes and authorities, including, but not limited to:

Pertinent Non-Discrimination Authorities:

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilitie s Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38; CC Agreement 2025-172

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• The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed.

Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

ARTICLE XXXII NOTIFICATION
All notices hereunder and communications regarding interpretation of the terms of this AGREEMENT and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

CONSULTANT:

UNICO Engineering, Inc.,
Cesar Montes de Oca, President
6464 Hollister Avenue, Suite 3
Goleta, CA 93117
Tel.: (530) 903-9023
Email: [email protected]

LOCAL AGENCY:

City of Camarillo
James Campero, Contract Administrator
Public Works Department
601 Carmen Drive
Camarillo, CA 93010
Tel.: (805) 388-5340
Fax: (805) 388-5387
Email: [email protected]

ARTICLE XXXIII CONTRACT
The two parties to this AGREEMENT, who are the before named CONSULTANT and the before named LOCAL AGENCY, hereby agree that this AGREEMEN T constitutes the entire AGREEMENT which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this AGREEMENT as evidenced by the execution of the Professional Services Agreement.

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Camarillo City CouncilMay 13, 2026

Camarillo City Council
May 13, 2026