Professional Services Agreement- Federal Provisions — Cathedral City City Council, August 13, 2025

- 1 -

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN

THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
HR GREEN PACFIC, INC.

FOR

TROPICAL STORM HILARY DATE PALM PAVEMENT RECONSTRUCTION

PROJECT,
CITY PROJECT NUMBER C08684
FEDERAL PROJECT NUMBER ER-15Y0(014)
This Agreement for Professional Services (“Agreement”) is entered into as of August 13, 2025 (“Effective Date”) by and between the City of Cathedral City, a municipal corporation (“City” ) and HR Green Pacific, Inc. a California Corporation (“Professional”). City and Professional are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by Request for Proposals, the performance of the professional design engineering support services for va rious state and federally funded projects, defined and described particularly in Section 2 of this Agreement.

B. Professional, followin g submission of a proposal for the performance of the services defined and described particularl y in Section 2 of this Agreement, was selected by the City to perform those services.

C. Professional was selected by the City on the basis of Professional’s demonstrated competence and the professiona l qualifications necessary for the satisfactory performance of the services required.

D. Pursuant to the City of Cathedral City’s Municipal Code, City has authority to enter into this Professional Services Agreement and the Cit y Manager has authority to execute this Agreement.

E. The Parties desire to formalize the selection of Professional for performance of those services defined and descr ibed particularly in Section 2 of this Agreement and desire that the te rms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual prom ises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
- 2 -

SECTION 1. TERM OF AGREEMENT.

Subject to the provisions of Section 27 "Termination of Agreement" of this Agreement, the Term of this Agreement is for two (2) years commencing on the Effective Date.

SECTION 2. SCOPE OF SERVIC ES & SCHEDULE OF PERFORMANCE. (a) Scope of Services. Professional agrees to perform the services set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and m ade a part of this Agreement by this reference.
(b) Schedule of Performanc e. The Services shall be completed pursuant to the schedule specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the Professional shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Professional to continue performing the Services.

SECTION 3. ADDITIONAL SERVICES.

Professional shall not be compensated for any work rendered in connection with its performance of this Agreem ent that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 34 “Administration and Implementation” or Section 36 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. SAFETY
(a) Consultant shall comply with OSHA regulations applicable to Consultant regarding necessary safety equipment or pr ocedures. Consultant shall comply with safety instructions issued by City Safety Officer and other City 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 cont ained in Vehicle Code §591, City has determined that such areas ar e within the limits of the pr oject 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 ta ke all reasonably necessary precautions for safe operation of its vehicles and the protec tion of the traveling public from injury and damage from such vehicles.
(c) Any subcontract entered into as a re sult of this agreement, shall contain all of the provisions of this Section.
(d) CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in La bor Code §6500 and §6705, prior to the - 3 -

initiation of any practices, work, method , operation, or process related to the construction or excavation of trenches which are five (5) feet or deeper.

SECTION 5. COMPENSATION AND METHOD OF PAYMENT.
(a) The method of payment for this Ag reement will be based on lump sum.

The total lump sum price paid to Consultant will include compensation for all work and deliverables, including travel and equipment. No additional compensation will be paid to Consultant, unless there is a change in t he scope of the work or the scope of the project. In the instance of a change in t he scope of work or scope of the project, adjustment to the total lump sum compens ation will be negotiated between Consultant and City. Adjustment in t he total lump sum compensati on will not be effective until authorized by Agreement amendment and approved by the City. (b) Progress payments may be made m onthly in arrears based on the percentage of work completed by Consultant. If Consultant fails to submit the required deliverable items according to the schedule, City shall have the right to delay payment or terminate this Agreement in accordanc e with the provisions of Section 27 "Termination of Agreement".
(c) Consultant shall not commence perform ance of work or services until this Agreement has been approved by City and notification to proceed has been issued by City Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this Agreement. (d) Consultant will be reimbursed within thirty (30) days upon receipt by City 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 det ail the work performed on each milestone, on each project as applicable. Invoices shall fo llow the format stipulated fo r the approved Cost Proposal and shall reference this project number and proj ect title. Final invoice must contain the final cost and all credits due City that in clude any equipment purchased under the provisions of Section 11 “E quipment Purchase”. The final invoice must be submitted within sixty (60) calendar days after completi on of Consultant’s work unless a later date is approved by the City. Invoices shall be mailed to the City in accordance with Section 32 “Notices”.
(e) The total amount payable by City s hall not exceed Three Hundred Forty- Five Thousand Three Hundred Three Dollars and Thirty-Four Cents ($345,303.34).

SECTION 6. COST PRINCIPLES A ND ADMINISTRATIVE REQUIREMENTS. (a) The Consultant agrees that 48 CFR Pa rt 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost. - 4 -

(b) The Consultant also agrees to comply with Federal procedures in accordance with 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
(c) Any costs for which payment has been made to the Cons ultant that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by the Consultant to City. (d) When a Consultant or Subconsultant is a Non-Profit Organization or an Institution of Higher Educatio n, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audi t Requirements for Federal Awards shall apply.

SECTION 7. AUDIT RE VIEW PROCEDURES.
(a) Any dispute concerning a question of fa ct arising under an interim or post audit of this Agreement that is not disposed of by Agreem ent, shall be reviewed by City’s Chief Financial Officer.
(b) Not later than thirty (30) days afte r issuance of the final audit report, Consultant, may request a review by City’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. (c) Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement.
(d) Consultant and subconsultant Agreem ents, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an Agreement audit, and incurred cost audi t, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or revi ew, the Agreement, Cost Proposal and ICR, and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regul ations. In the inst ances of a CPA ICR audit work paper review, it is Consultant’s responsibility to ensure federal, state, or local government officials are allowed fully acce ss to the CPA’s work papers including making copies as necessary. The Agre ement, Cost Proposal, and ICR shall be adjusted by Consultant and approved by Cit y to conform to t he audit or review recommendations. Consultant agrees that i ndividual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by City at its sole discretion. Refusal by Co nsultant to incorporate audit or review recommendations, or to ensure that the f ederal, state, or local governments have access to CPA work papers, will be considered a breach of Agreement terms and cause for termination of the Agreem ent pursuant to Section 27 “T ermination of 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 - 5 -

(IOAI). IOAI, at its sole discretion, ma y review and/or audit and approve the CPA ICR documentation. The Cost Propo sal shall be adjusted by t he Consultant and approved by the City to conform to the Work P aper Review recommendations included in the management letter or audit recommendations in cluded in the audit report. Refusal by the Consultant to incorporate the Work Paper Review re commendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the Agreement te rms and cause for termination of the Agreement pursuant to Section 27 “Terminat ion of Agreement” and disallowance of prior reimbursed costs.
(i) During IOAI’s review of the IC R 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 ti mely manner. If IOAI identifies significant issues during the review and is unable to i ssue a cognizant approval letter, City will reimburse the Consultant at an accept ed ICR until a FAR (F ederal 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 Associati on of State Highways and Transportation Officials (AASHTO) Audit Gui de; and other applicabl e procedures and guidelines}is received and approved by IOAI.

Accepted rates will be as follows:
a) If the proposed rate is less than one hun dred 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. (ii) If IOAI is unable to issue a c ognizant letter per paragraph E.1. above, IOAI may require Consultant to s ubmit 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 to review the Consult ant’s and/or the independent CPA’s revisions.
(iii) If the Consultant fails to co mply with the provisions of this paragraph E, or if IOAI is st ill unable to issue a cognizant approval letter after the revised independent CPA audited ICR is subm itted, overhead cost reimbursement will be limited to the accepted ICR that was estab lished 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 reimburse ment purposes under this Agreement.
- 6 -

(iv) Consultant may submit to Cit y final invoice only when all of the following items have occurred: (1) IOAI accept s or adjusts the original or revised independent CPA audit ed ICR; (2) all work under this Agreement has been completed to the satisfaction of City; and, (3) IOAI has issued its final I CR review letter. The Consultant must submit its final invoice to City no later than sixty (60) calendar days after occurrence of the last of these it ems. The accepted ICR will apply to this Agreement and all other agreem ents executed between City and the Consultant, either as a prime or subconsultant, with the same fiscal period ICR.

SECTION 8. DISPUTES.

Prior to either party commencing any legal action under this Agreement, the parties agree to try in good faith, to settle any dis pute amicably between them. If a dispute has not been settled after forty-five (45) day s of good-faith negotiations and as may be otherwise provided herein, then either par ty may commence legal action against the other.
(a) Any dispute, other than audit, concer ning a question of fact arising under this Agreement that is not disposed of by agreement s hall be decided by a committee consisting of City Manager and City Engineer, who may consider written or verbal information submitted by Consultant.
(b) Not later than 30 days after completion of all deliverables necessary to complete the plans, specifications and estimate, Consultant may request review by City Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.
(c) Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement.

SECTION 9. SUBCONTRACTING.
(a) Nothing contained in this Agreem ent or otherwise, shall create any contractual relation between City and any subconsultant(s), and no sub-agreement shall relieve Consultant of its re sponsibilities and obligations hereunder. The Consultant agrees to be as fully responsible to Cit y for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of pers ons directly employed by Consultant.

Consultant’s obligation to pay its subcons ultant(s) is an ind ependent obligation from City’s obligation to make payments to Consultant.
(b) Consultant shall perform the work contemplated with re sources available within its own organization and no portion of the work pertinent to this Agreement shall be subcontracted without wr itten authorization in accordance with Section 34 “Administration and Implementation” of this Agreement, except that, which is expressly identified in the approved Cost Proposal.
- 7 -

(c) Any sub-agreement entered into as a result of this Agreement, shall contain all the provisions stipulated in th is entire Agreement to be applicable to Subconsultants unless otherwise noted.
(d) Consultant shall pay its subconsu ltants within fifteen (15) calendar days from receipt of each payment made to Consultant by City. (e) Any substitution of subconsultant(s) must be approved in writing by City in accordance with Section 34 “Administration and Implementation” of this Agreement in advance of assigning work to a substitute Subconsultant. (f) Prompt Progress Payment - Consultant or subconsultant shall pay to any subconsultant, not later than fifteen (15) da ys after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allo wed Consultant on account of the work performed by the s ubconsultants, 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 shal l 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 addi tion to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

SECTION 10. RETENTION OF FUNDS.
(a) Any sub-agreement entered into as a result of this Agreement shall contain all of the provisions of this section.
(b) No retainage will be held by the City from progress payments due to Consultant. Consultants and subconsultants ar e prohibited from holding retainage from subconsultants. Any delay or postponement of payment may take place only for good cause and with the City’s prior written approval. Any violation of these provisions shall subject the violating Consultant or subcons ultant 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 impa ir any contractual, administra tive or judicial remedies, otherwise available to Consulta nt 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.

- 8 -

SECTION 11. EQUIPMENT PURCHASE AN D OTHER CAPITAL EXPENDITURES. (a) Prior authorization in writing, by City in a ccordance with Section 34 “Administration and Implement ation” of this Agreement shall be required before Consultant enters into any unbudgeted purchas e order, or subcontract exceeding five thousand dollars ($5,000) for su pplies, equipment, or Consult ant 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 the Consultant’s approved Cost Proposal and e xceeding five thousand dollars ($5,000), with prior authorization by City in accord ance with Section 34 “Administration and Implementation” of this Agreement; three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. (c) Any equipment purchased as a result of this Agreement is subject to the following:
(i) 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 thous and dollars ($5,000) or more. If the purchased equipment needs replac ement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated pursuant to Section 27 “Terminati on of Agreement” of this Agreement, Consultant may either keep t he equipment and credit City 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 City procedures; and credit City in an amount equal to the sales price. If Consultant el ects 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 sh all be obtained from an appraiser mutually agreeable to by City and Consultant, if it is determined to sell t he equipment, the terms and conditions of such sale must be approved in advance by City. (ii) Regulation 2 CFR Part 200 require s 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.

SECTION 12. INSPECTION AND FINAL ACCEPTANCE.

Consultant and any subconsultant shall pe rmit City, the state, and the FHWA if federal participating funds are used in this Ag reement; to review and inspect the project activities and files at all reasonable time s during the Term of Agreement including review and inspection on a daily basis. City s hall reject or finally accept Consultant’s work within sixty (60) days afte r submitted to City. City shall reject work by a timely written explanation, otherwise Consultant’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Consultant’s work by City shall not constitute a waiver of any of t he provisions of this - 9 -

Agreement including, but not limited to, Section 23 “I ndemnification” and Section 24 “Insurance.”
SECTION 13. OWNERSHIP OF DOCUMENTS.
(a) It is mutually agreed that all materi als prepared by Consultant under this Agreement shall become the so le property of City, and C onsultant shall have no property right therein what soever. Immediately upon co mpletion, expiration or termination, City shall be entitled to, and Consul tant shall deliver to City, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files, inve stigations, appraisals, inventor ies, analyses, estimates, and other documents prepared, devel oped or discovered by Consultant in the course of providing the Services pursuant to this Agr eement to that date, whether completed or not, and other such materials as may hav e been prepared or accumulated to date by Consultant in performing this Agreement which is not Consultant’s privileged information, as defined by law, or Consul tant’s personnel information, along with all other property belonging exclusively to City which is in Consultant’s possession.

Publication of the information derived fr om work performed or data obtained in connection with services rendered under this Agreement must be approved in writing by City.
(b) Additionally, it is agreed that the Part ies intend this to be an Agreement for services and each considers the products and re sults of the services to be rendered by Consultant hereunder to be work made for hire. Consultant acknowledges and agrees that the work (and all rights therein, includ ing, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City, and may be used, reused or otherwise disposed of by City without the permission of the Consultant.
(c) Nothing herein shall constitute or be construed to be any representation by Consultant that the work product is suit able in any way for any other project except the one detailed in this Agreement. Any re use by City for another project or project location shall be at City’s sole risk. If and to the extent that City utilizes for any purpose not related to this Agreement any maps , models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, file s, investigations, appraisals, inventories, analyses, estimates, or other documents prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement, Consultant’s guarantees and wa rranties in Section 15 “Standard of Performance; Familiarity With Work” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photogr aphs, studies, surveys, reports, data, notes, computer files, files, investigations, appraisals, invent ories, analyses, estimates, or other documents.
(d) Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal-aid contracts).
- 10 -

(e) City may permit copyrighting reports or other agreement products. If copyrights are permitted; the Agreement s hall provide that the City shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.

SECTION 14. PROFESSIONAL 'S BOOKS AND RECORDS.
(a) For the purpose of determining co mpliance with Gov. Code § 8546.7, Consultant shall maintain any and all docum ents and records demonstrating or relating to Consultant’s performance of the Services. The Consultant, Subconsultants, and City shall maintain any and all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpap ers, ledgers, books of account, invoices, vouchers, canceled checks, or other docum ents or records evidencing or relating to work, services, expenditures and disbursem ents charged to City pursuant to this Agreement, including, but not limited to , the costs of administering the Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant pursuant to this Agreement. All parties, including the Cons ultant’s Independent CPA, shall make such workpapers and materials available at their re spective offices at all reasonable times during the Agreement period and for three (3) years from the date of final payment under the Agreement and to the extent required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents r equired to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provi ded directly to the City for inspection, audit and copying when it is practical to do so; ot herwise, unless an alternative is mutually agreed upon, such documents and records sha ll be made available at Consultant’s address indicated for receipt of notices in this Agreement. The State, State Auditor, or City, shall have access to any books, re cords, and documents of the Consultant, Subconsultants, and the Consultant’s Independe nt 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. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or record s be given to the City. Access to such documents and records shall be gr anted to City, as well as to its successors-in-interest and authorized representatives.

SECTION 15. STANDARD OF PERFORM ANCE; FAMILIARITY WITH WORK. (a) Professional represents and warr ants that it has the qualifications, experience and facilities necessary to properl y perform the Services required under this - 11 -

Agreement in a thorough, com petent and professional manner. Professional shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Professional shall employ, at a minimum, generally a ccepted standards and practices utilized by persons engaged in providing services similar to the Serv ices required of Professional under this Agreement, and shall use such skill, prudenc e, and diligence as other members of Professional’s profession commonly possess and exercise. In addition to the general standards of performance set forth this se ction, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Professionals work under th is Agreement. Where there is a conflict between a general and a specif ic standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. (b) Professional warrants that (1) it has thoroughly investigated and considered the work to be per formed, (2) it has investi gated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement.

SECTION 16. COMPLIANCE WITH A PPLICABLE LAWS; PERMITS AND LICENSES.

Professional shall keep itse lf informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Professional s hall obtain any and all licenses, permits and authorizations necessary to perform the Servic es set forth in this Agreement. Neither City, nor any elected or appointed boards, offi cers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Professional to comply with this section.

SECTION 17. STATE PREVAILING WAGE RATES.
(a) No Consultant or Subconsul tant may be awarded an Agreement containing public work element s 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 a ll of the applicable provisions of the California Labor Code requiring the pay ment of prevailing wages. The General Prevailing Wage Rate Determinations applicab le to work under this Agreement are available and on file with t he 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 City construction sites, at City facilities and at off-site lo cations that are set up by the construction - 12 -

contractor or one of its subc ontractors solely and specifical ly to serve City 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 Dete rminations applicable to this project may also be obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov.
(d) Payroll Records
(i) 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, stra ight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeym an, 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 t hat it is made under penalty of perjury, stating both of the following:
(1) The information contained in the payroll record is true and correct.
(2) The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work perfo rmed by his or her employees on the public works project.
(ii) The payroll records enumer ated 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 avai lable for inspection and copying by City representative’s at all r easonable hours at the principal office of the Consultant.

The Consultant shall provide copies of cert ified payrolls or permit inspection of its records as follows:
(1) A certified copy of an empl oyee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request.
(2) A certified copy of all payro ll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of City, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of t he Department of Industrial Rela tions. Certified payrolls submitted to City, the Div ision of Labor Standards Enfo rcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the Consultant. (3) The public shall not be given access to certified payroll records by the Consultant. The Cons ultant is required to forwar d any requests for certified - 13 -

payrolls to the City Contract Administra tor by both email and regular mail on the business day following receipt of the request.
(iii) Each Consultant shall submit a certified copy of the records enumerated in paragraph (1) above, to the ent ity that requested t he records within ten (10) calendar days after receipt of a written request.
(iv) Any copy of records made avai lable for inspection as copies and furnished upon request to the public or any public agency by City 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 th e Consultant or Subconsultant performing the work shall not be marked or obliterated. (v) The Consultant shall inform Cit y 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, pr ovide a notice of a change of location and address.
(vi) The Consultant or Subconsultant shall have ten (10) calendar days in which to comply subsequent to receip t of written notice requesting the records enumerated in paragraph (1) above. In the event the Consult ant or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to City, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, fo r each worker, until strict compliance is effectuated. Such penalties shall be withheld by City 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, t he Consultant is responsible for verifying compliance with certified payroll r equirements. Invoice payment will not be made until the invoice is approved by the City.
(f) Penalty
(i) 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 City a penalty of not more than two hundred dollars ($200) for each calendar day, or portion t hereof, 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 Subconsultant in violation of th e requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.
(ii) The amount of this forfeitu re shall be determined by the Labor Commissioner and shall be based on considerati on of mistake, inadvertence, or neglect of the Consultant or Subconsult ant in failing to pay the corre ct rate of prevailing wages, or the previous record of t he Consultant or Subconsultant in meeting their respective prevailing wage obligations , or the willful failure by the Consultant or Subconsultant to - 14 -

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 the Consultant or Subconsultant had knowledge of the obligati ons under the Labor Code. The Consultant is responsible for paying the appropriate rate , including any escalati ons that take place during the term of the Agreement.
(iii) 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. (iv) If a worker employed by a Subcons ultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the prime Consultant of the project is not liable for the penalties described above unless the prime Consultant had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the prime Consultant fails to comply with all of the following requirements:
(1) The Agreement executed bet ween 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. (2) The Consultant shall monito r 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. (3) Upon becoming aware of the Subc onsultant’s failure to pay the specified prevailing rate of wages to the S ubconsultant’s workers, the Consultant shall diligently take corrective action to halt or rect ify the failure, includ ing but not limited to, retaining sufficient funds due the Subconsult ant for work performed on the public works project.
(4) Prior to making final payment to the Subconsultant for work performed on the public works pr oject, the Consultant shall obtain an affidavit signed under penalty of perjury from the Subconsultant that t he Subconsultant had paid the specified general prevailing ra te of per diem wages to t he Subconsultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813. (v) Pursuant to Labor Code §1775, City sh all notify the Consultant on a public works project within fift een (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay workers the general prevailing rate of per diem wages. (vi) If City determines that employees of a Subconsultant were not paid the general prevailing rate of per diem wages and if City did not retain sufficient money under the Agreement to pay those employees the balanc e of wages owed under the general prevailing rate of per diem wages, t he Consultant shall wit hhold an amount of - 15 -

moneys due the Subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by City.
(g) Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The Consultant shall forfeit, as a penalty to the City, twenty-five dollars ($25) for each worker employed in the execution of the Agreement by the Cons ultant or any of its Subcons ultants for each calendar day during which such worker is required or pe rmitted 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. (h) Employment of Apprentices
(i) Where either the prime Agreem ent or the sub-agreement exceeds thirty thousand dollars ($30, 000), the Consultant and any subconsultants under him or her shall comply with all applicable require ments of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.
(ii) Consultants and subconsultants are required to comply with all Labor Code requirements regar ding the employment of apprentices, including mandatory ratios of journey level to apprent ice 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 appr entices and for the s pecific 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.

SECTION 18. NONDISCRIMINATION A ND STATEMENT OF COMPLIANCE. (a) The Consultant’s signature affix ed 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, compli ed with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.
(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 orig in, ancestry, physical disability, mental disability, medical condition, genetic informa tion, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or milit ary and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, re ligious creed, color, national origin, - 16 -

ancestry, physical disability, mental disab ility, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, se xual orientation, or military and veteran status. Consultant and subconsultants sha ll insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.
(c) Consultant and subconsultants shall co mply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the appl icable regulations promulgated there under (2 CCR §11000 et seq.), the pr ovisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by City to implement such article. The applicable regul ations of the Fair Employ ment and Housing Commission implementing Gov. Code §12990 (a-f), se t 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 r epresentatives of the Department of Fair Employment and Housi ng and the City 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 facilities as said Department or City shall require to ascertain compliance with this clause.
(e) Consultant and its subconsultants s hall give written notice of their obligations under this clause to labor organi zations with which they have a collective bargaining or other Agreement.
(f) Consultant shall include the nondi scrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. (g) The Consultant, with regard to the work performed 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 t hat 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, re ligion, sex, age, disability, be excluded from participation in, denied the benefits of or subj ect to discrimination under any program or activity by the recipients of federal assi stance or their assignees and successors in interest.
(h) The Consultant shall comply with regul ations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of Title VI of the Civil Righ ts Act of 1964). Specifically, the Consultant shall not participate either directly or indire ctly in the discriminat ion prohibited by 49 CFR §21.5, including employment practi ces and the selection and retention of Subconsultants.

SECTION 19. UNAUTHORIZED ALIENS
- 17 -

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U. S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.

Should Contractor so employ such unaut horized aliens for the performance of the Services, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together wit h any and all costs, including attorneys' fees, incurred by City.

SECTION 20. CONFLI CTS OF INTEREST.
(a) Professional covenants that neither it, nor any o fficer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or whic h would in any way hi nder Professional’s performance of the Services. Professional furt her covenants that in the performance of this Agreement, no person having any such in terest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Professional agrees to at all time s avoid conflicts of interest or the appearance of any conflicts of interest with t he interests of City in the performance of this Agreement.
(b) City may determine that Professional must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Professional shall file the subject Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request. (c) City understands and acknowle dges that Professional is, as of the date of execution of this Agreemen t, independently involved in the performance of non-related services for other governmental agencies and private parties. Professional is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (d) City understands and acknowledges t hat Professional will, perform non- related services for other governmental agencies and private par ties following the completion of the Services under this Agreem ent. Any such future service shall not be considered a conflict of interest for purposes of this section. (e) During the term of this Agreement, the Consultant shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement or any ensuing City construction project. The Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement or any ensuing City construction project which will follow. (f) Consultant certifies that it has disclosed to City any actual, apparent, or potential conflicts of interest that may exist relative to t he services to be provided pursuant to this Agreement. Consultant agrees to advise City of any actual, apparent or - 18 -

potential conflicts of interest that may develop subsequent to the date of execution of this Agreement. Consultant further agrees to complete any statements of economic interest if required by either City ordinance or State law. (g) The Consultant hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict wit h the performance of services under this Agreement.
(h) The Consultant hereby certifies that the Consultant or subconsultant and any firm affiliated with the Cons ultant or subconsultant t hat bids on any construction contract or on any Agreement to provide c onstruction inspection for any construction project resulting from this Agreement, has established necessary controls to ensure a conflict of interest does not exist. An affiliat ed firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

SECTION 21. REBATES, KICKBACKS, OR OTHER UNLAWFUL
CONSIDERATION.

The Consultant warrants that this Ag reement was not obtained or secured through rebates, kickbacks or other unlawful c onsideration either pr omised or paid to any City employee. For breach or violation of this warranty, City shall have the right, in its discretion, to terminate th is Agreement without liability, to pay only for the value of the work actually performed, or to deduc t from this Agreement price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

SECTION 22. CONFIDENTIAL INFORM ATION; RELEASE OF INFORMATION. (a) All financial, statistical, personal, technical, or other data and information gained or work product produced by Consultant in performanc e of this Agreement shall be considered confidential, unless such info rmation is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Consultant, its officers, employees , agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide dec larations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
- 19 -

(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, in terrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to c ooperate fully with City and to provide City with the opportunity to review any respons e to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. (e) Permission to disclose information on one occasion, or public hearing held by City relating to the Agreement, shall not authorize Consultant to further disclose such information, or disseminate the same on any other occasion. (f) Consultant shall not comment publicly to the pr ess or any other media regarding the Agreement or City’s actions on the same , except to City’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. (g) 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 City, and receipt of City’s written permission.
(h) Any subcontract entered into as a resu lt of this Agreement shall contain all of the provisions of this Section.
(i) All information related to the constr uction estimate is confidential, and shall not be disclosed by Consultant to an y entity, other than City, Caltrans, and/or FHWA. All of the materials prepared or assembled by Consultant pursuant to performance of this Agreement are confidential and Consult ant agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court or der. If Consultant or any of its officers, employees, or subcontractors does voluntarily provide informa tion in violation of this Agreement, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant releasing the information, incl uding, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

SECTION 23. INDEMNIFICATION.
(a) Indemnification by Pr ofessional. As provi ded under Civil Code Section 2782.8, Professional shall in demnify, protect, defend and hold harmless City and any and all of its officials, employees and agent s (“Indemnified Parties”) from and against any and all claims. actions and proceedings (whet her at law or equity, administrative or judicial), demands, orders, judgments, losse s, liabilities, damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") to the ex tent same arise out - 20 -

of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Professional, its officers, agents, employees or sub-consultants (or any entity or individual that Professional s hall bear the legal liability t hereof) in the performance of professional services under this Agreement. In the event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City, its contractors and other profe ssionals, and Professional, dam ages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. Notwiths tanding the foregoing, in the event one or more defendants are unable to pay its share of defense costs due to bankrupt cy or dissolution of the business, Professional shall meet and confer with other par ties regarding unpaid defense costs. The provisions of this section pertaining to Professional’s duty to defend shall not apply if there is a project-specific general liabili ty policy of insurance that insures all project participants for general li ability exposure on a pr imary basis and also covers all professionals involved with the project for their legal liability arising out of their professional services on a primary basis.
(b) Indemnification from Subcontractor s. Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub-consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Professi onal in the performance of this Agreement naming the Indemnified Parties as additional i ndemnitees. In the event Professional fails to obtain such indemnity obligations from others as requir ed here, Professional agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirement s imposes no additional obligations on City and will in no way act as a waiver of any ri ghts hereunder. This oblig ation to indemnify and defend City as set forth herein is bindi ng on the successors, assigns or heirs of Professional and shall survive the termination of this Agreement or this section. (c) City's Negligence. The provisions of this section do not apply to Claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability aris ing from gross negligence or willf ul acts or omissions of City or any and all of its officials, employees and agents.

SECTION 24. INSURANCE.

Professional agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All in surance policies shall be subjec t to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Cit y Manager Professional agrees to provide City with copies of required policies upon request.

SECTION 25. ASSIGNMENT.

The expertise and experience of Professional are material considerations for this Agreement. City has an interest in the qualif ications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Professional under this - 21 -

Agreement. In recognition of that interest, Professional s hall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Professional’s duties or obligations under this Agreement without t he prior written cons ent of the City.

Any attempted assignment shall be ineffect ive, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 27 “Termination of Agreement.” City acknowledges, however, that Professional, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.

SECTION 26. CONTINUITY OF PERSONNEL.

Professional shall make every reasonable effort to maintain the stability and continuity of Professional’s staff and subcontractors, if any, assigned to perform the Services Professional shall notify City of any changes in Professional’s staff and subcontractors, if any, assigned to perform t he Services prior to and during any such performance.

SECTION 27. TERMINAT ION OF AGREEMENT.
(a) City may terminate this Agreement, wit h or without cause, at any time by giving thirty (30) days written notice of te rmination to Professional . In the event such notice is given, Professional shall cease immediately all work in progress. (b) Professional may terminate this Ag reement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Professional or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Professional, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Professional or City, all property belonging exclusively to City which is in Professional’s possession shall be returned to City. Professional shall furnish to City a final invoice for work performed and expenses incurred by Professional, prepared as set forth in Section 5 “Compensation and Method of Payment” of this Agreement. This final in voice shall be reviewed and paid in the same manner as set forth in Section 5 “Com pensation and Method of Payment” of this Agreement.
(e) City may temporarily suspend this Agreement, at no additional cost to City, provided that Consultant is given written notice of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Agreement. A temporary suspension may be issued concurrent with the notice of termination provided for in subsection A of this section. (f) Notwithstanding any provis ions of this Agreement, Consultant shall not be relieved of liability to City fo r damages sustained by City by vi rtue of any breach of this Agreement by Consultant, and City may withhold any payments due to Consultant until - 22 -

such time as the exact amount of damages, if any, due City from Consultant is determined.
(g) In the event of termination, Cons ultant shall be compensated as provided for in this Agreement, except as provided in Section 11 Equipment Purchase and Other Capital Expenditures Part C.

SECTION 28. DEFAULT.

In the event that Professional is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Professional for any work performed after the date of defaul t. Instead, the City may give notice to Professional of the default and the reasons for the default. The notice shall include the timeframe in which Professiona l may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant.

During the period of time that Professional is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of def ault. If Professional does not cure the default, the City may take necessary steps to terminate this Agreement under Section 27 “Termination of Agreement.” Any failure on the part of t he City to give notice of the Professional’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

SECTION 29. EXCUSABLE DELAYS.

Professional shall not be liable for dam ages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Professional. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local government s, acts of City, court orders, fires, floods, epidemics, st rikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted fo r any delays due to such causes.

SECTION 30. CLAIMS FILED BY CITY’S CONSTRUCTION CONTRACTOR. (a) If claims are filed by City’s cons truction contractor relating to work performed by Consultant’s personnel, and additional information or assistance from Consultant’s personnel is required in order to evaluate or defend against such claims; Consultant agrees to make its personnel available for consultation with City’s construction contract administr ation and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.
(b) Consultant’s personnel t hat City considers essential to assist in defending against construction contractor claims will be made available on r easonable notice from City. Consultation or testim ony will be reimbursed at the same rates, including travel costs that are being paid for Consultant’s personnel services under this Agreement. - 23 -

(c) Services of Consultant’s personnel in connection with City’s construction contractor claims will be performed pursuant to a writt en contract amendment, if necessary, extending the termination date of this Agreement in order to resolve the construction claims.

SECTION 31. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished toProfessional in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 32. NOTICES.

All notices required or permitted to be gi ven under this Agreement shall be in writing and shall be personally delivered, or s ent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Cathedral City
Attn: Engineering Department
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Consultant: HR Green Pacific, Inc.

Attn: Timothy Hartnett
44651 Village Court, Suite 123
Palm Desert, CA 92260

Notice shall be deemed effective on the dat e personally delivered or transmitted by facsimile or, if mailed, th ree (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 33. AUTHORITY TO EXECUTE.

The person or persons executing this Agreement on behalf of Professional represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Professional to the performance of its obligations hereunder.

SECTION 34. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representativ e. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent wit h Section 36 “Amendm ent” and the City Manager’s contracting authority under the Cathedral City Municipal Code. - 24 -

SECTION 35. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 36. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Professional and by the Cit y. The City Manager shall have the authority to approve any amendment to th is Agreement if the total compensation under this Agreement, as amended, would not exceed the City M anager’s contracting authority under the Cathedral Ci ty Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.

Consultant shall only commence work co vered by an amendment after the amendment is executed and notification to proceed has been issued. There shall be no change in Consultant’s Project 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 City.

SECTION 37. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term , condition, or covenant.

Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provisi on nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Professional shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 38. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of Californi a. In the event of litigatio n between the Parties, venue in state trial courts shall lie excl usively in the County of Riversi de, California. In the event of litigation in a U.S. District Court, venue sha ll lie exclusively in the Central District of California, in Riverside.

SECTION 39. ATTORNEYS FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or ot her proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 40. CONTINGENT FEE.

Consultant warrants, by execution of th is Agreement that no person or selling agency has been employed, or retained, to so licit or secure this Agreement upon an - 25 -

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, Cit y has the right to annul this Agreement without liability; pay only for the value of the work actually perform ed, or in its discretion to deduct from the Agreement price or consider ation, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

SECTION 41. DEBARMENT AND SUSPENSION.
(a) The Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the la ws of the State of Californ ia, that the Consultant or any person associated therewith in the capaci ty of owner, partner, director, officer or manager:
(i) Is not currently under suspensio n, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; (ii) Has not been suspended, debarr ed, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; (iii) Does not have a proposed debarment pending; and
(iv) Has not been indicted, convict ed, or had a civil judgment rendered against it by a court of competent jurisdicti on in any matter involving fraud or official misconduct within the past three (3) years.
(b) Any exceptions to this certificati on must be disclosed to City. 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. G eneral Services Administration are to be determined by FHWA.

SECTION 42. NATIONAL LABOR RE LATIONS BOARD CERTIFICATION.

In accordance with Public Contract Code Section 10296, Consultant hereby states under penalty of perju ry that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding 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.

SECTION 43. ENTIRE AGREEMENT.
- 26 -

This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with resp ect to the matters addressed therein and supersedes all other agreements or underst andings, whether oral or written, or entered into between Pr ofessional and City prior to the execution of this Agreement. No statement s, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 44. PROMPT PAYMENT FROM CITY TO CONSULTANT
The City shall make all project progress payment within 30 days after receipt of an undisputed and properly submitted paym ent request from Consultant on a professional service agreement. If the City fails to pay promptly , the City shall pay interest to the Consultant, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfied and pro-rated as necessary. Upon receipt of the payment r equest, the City shall act in accordance with both of the following:
(1) The City shall review each payment request as soon as feasible after receipt to verify it is a proper payment request.
(2) The City must return any payment request deemed improper by the City to the Consultant as soon as feasible, but no t later than seven (7) days, after receipt. A request returned pursuant to this paragraph sha ll include documentation setting forth in writing the reasons why it is an improper payment request.

SECTION 45. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be in valid, void or unenforceable, the remaining provisions of this Agreem ent shall not be affected ther eby, and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

SECTION 46. ELECTR ONIC SIGNATURE
The Parties agree that, in accordance wit h the City’s Electronic Signature Use Policy, adopted on August 10, 2023, and as amended thereafter, the Parties may use electronic signatures to execut e this Agreement. Any use of electronic signatures to execute this Agreement shall comply with the City’s Electronic Signature Use Policy, and such signatures shall have the same forc e and effect as if this Agreement were executed by hand. Contractor acknowledges that it has had an opportunity to request and review the City’s Electronic Signature Use Policy, and C ontractor agrees to comply with the Electronic Signature Us e Policy. Contractor agrees to indemnify, defend, and hold the City harmless from any claim, damage, or liability associated with transmitting an electronic signature or an electronically signed record by electronic transmission.

SECTION 47. FEDERAL FUNDS
- 27 -

In the event the Services ar e funded either in whole or in part by a federal grant, Consultant shall comply with the requirements of Exhibit “D” “Federal Funds.” SECTION 48. CON FLICTING TERMS.

Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with t he terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.

IN WITNESS WHEREOF , the Parties hereto have ex ecuted this Agreement on the date and year first-above written.

CITY OF CATHEDRAL CITY CONSULTANT COMPANY NAME

__________________________ _______________ ____________ Charles P. McClendon By: Timothy Hartnett
City Manager Its: Vice Presi dent & Principal-in-Charge ATTEST: ___________________________
By:____________ ____________
Its:________________________
___________________________
Tracey R. Hermosillo, CMC
City Clerk

APPROVED AS TO FORM

___________________________
Eric S. Vail
City Attorney
NOTE: PROFESSIONAL’S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHA LL BE INCLUDED AS MAY BE

REQUIRED BY THE BYLAWS, AR TICLES OF INCORPORATION, OR

OTHER RULES OR REGULATIONS APPLICABLE TO
PROFESSIONAL’S BUSINESS ENTITY.

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA

STATE OF CALIFORNIA )

COUNTY OF RIVERSIDE )
On ____________________, 2025 ,
before me, , Date Name And Title Of Officer (e.g. “Jane Doe, Notary Public”) personally appeared , Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL

Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document.

CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name:
¨ Individual
¨ Corporate Officer

Title(s) Title or Type of Document
¨ Partner (s) ¨ Limited
¨ General
¨ Attorney-In-Fact Number Of Pages
¨ Trustee(s)
¨ Guardian/Conservator
¨ Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Date Of Document

Signer(s) Other Than Named Above

ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA

STATE OF CALIFORNIA )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL

Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document.

CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name:
¨ Individual
¨ Corporate Officer

Title(s) Title or Type of Document
¨ Partner (s) ¨ Limited
¨ General
¨ Attorney-In-Fact Number Of Pages
¨ Trustee(s)
¨ Guardian/Conservator
¨ Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Date Of Document

Signer(s) Other Than Named Above

A-1
EXHIBIT "A"

SCOPE OF SERVICES

See next page for HR Green Pacific, Inc. Scope of Services

PAGE | 1 DATE PALM DRIVE RECONSTRUCTION PROJECT | CITY OF CATHEDRAL CITY

SCOPE OF SERVICES

Based on the City’s RFQ/P, HR Green proposes the following scope of work For the Tropical Storm Hilary: Date Palm Drive Pavement Reconstruction Project (C08684):

1. PROJECT MANAGEMENT AND ADMINISTRATION

HR Green will manage all day-to-day activities throughout the project duration, ensuring seamless coordination among all stakeholders. We will begin with a project kick-off meeting with Cathedral City staff to discuss project goals, timelines, and deliverables. Regular progress meetings will follow to track milestones, cost estimates, and overall advancement. Additionally, we will provide monthly progress reports, meeting minutes, and schedule updates, ensuring transparency and consistent communication with the City throughout the project lifecycle.

DELIVERABLES: Kick-off Meeting Agenda and Minutes, Monthly Progress Reports, Schedule Updates, Meeting Agendas and Minutes for follow-up meetings.

2. FIELD WORK, PRELIMINARY PLANS, INVENTORY, AND STANDARDS

2.1 - DESKTOP EVALUATION. Our team will conduct a thorough field investigation of the project site, starting with data collection and evaluation of all existing relevant documentation including City standard plans and specifications, as-built drawings, utility maps, survey data, traffic data, geotechnical reports (if available), storm damage assessment reports, and information related to the Tropical Storm Hilary event and subsequent cleanup operations.

2.2 - FIELD RECONNAISSANCE. We will perform on-site evaluations to assess current conditions, verify project limits, identify potential constraints (access, existing features, environmental sensitivities), observe traffic patterns, and photographically document the areas requiring pavement reconstruction, the Vista Chino intersection, and the Los Gatos Road intersection drainage area. We will first walk the corridor early in the project to verify the base maps and identify key features/constraints. We will perform another field day after completion of the roughly 60% plans for a thorough review of the anticipated design. City staff will be invited to this 2nd field day.

2.3 - TOPOGRAPHIC SURVEY AND MAPPING. We will first establish a site-wide network of horizontal/vertical control to serve as the basis for any subsequent boundary, topographic, or construction staking surveys that may be required. We will reference the California Coordinate System of 1983 (CCS83) horizontally, and the Noth American Vertical Datum 1988, vertically or local agency vertical datum. We will conduct the field measurement necessary to re-trace the centerlines and rights- of-way of the project. Survey monuments located and indicated on the survey shall be limited to existing, centerline monuments found to be present along the streets and all associates ties as indicated.

We will then perform a field topographic survey to document existing site topography and planimetrics.

Substantial visible improvements will be located within the street right of way, including utilities, manholes, valve covers, utility vaults and covers, signposts, signs, trees, utility poles, traffic signal poles, cross gutters, local depressions, catch basins, driveway openings, sidewalks, corner access ramps, fire hydrants, parkway drains, etc. Visible indications of surface utilities lying within the project limits will be located, as will accurate lid/rim elevations for drainage structures present.

PAGE | 2 DATE PALM DRIVE RECONSTRUCTION PROJECT | CITY OF CATHEDRAL CITY Street cross sections will be taken at 25-foot intervals from right of way to right of way. The cross- sectional data will consist of Back of Walk, Top of Curb, Flow Line, Gutter Lip, and Crown for both sides of the street. All driveway midpoints will be collected and street intersections will be completely surveyed.

Deliverables will include a 10’ scale AutoCAD Civil 3D drawing file with 1’ contour intervals along with the Ascii point file of the survey points collected in the field.

2.4 - UTILITY COORDINATION. HR Green is a member of the USA Dig Alert design service, from which we can download contact information to obtain plans of existing utilities within the project limits. If the City also maintains a list of utility contacts HR Green will combine that information with what is provided via Dig Alert to complete a comprehensive list of contacts. HR Green will contact this list of potentially affected utilities early in the project using the City’s standard utility letter format. If the City does not have a preferred format, HR Green will provide a sample for the City’s review and approval. It is important to gather utility information as early as possible to complete the base mapping for the project.

All utilities will be shown on the proposed improvement plans.

A total of three utility notification letters will be sent out through the course of the project:

 1st Letter – Shortly after the Notice to Proceed is issued requesting utility information

 2nd Letter – After the completion of the 60% plans to confirm proper location of existing facilities and serve as a “Notice to Prepare to Relocate” if deemed necessary

 3rd Letter – After completion of 100% plans and serve as the “Notice to Relocate Immediately” if deemed necessary

Copies of all communication with the utility companies and the utility disposition matrix will be kept throughout the project and will be submitted to the City with each progress submittal. Utility coordination will be in accordance with Chapter 13 of the LAPM, which may include issuing NTOs, determining prior rights, and utility agreements as necessary. This task does not include the design of potentially relocated utilities.

2.5 - DRAINAGE ANALYSIS. Our team will conduct a comprehensive Hydrology and Hydraulics (H&H) analysis to support the design of critical drainage improvements along the project corridor, with a particular focus on the Los Gatos Road intersection and adjacent areas. The primary objective of this task is to identify and quantify stormwater flows contributing to the site, evaluate existing drainage conditions, and develop proposed improvements that mitigate flooding risks and support the longevity of the roadway infrastructure.

To initiate this effort, we will review all relevant background data provided by the City, including prior drainage studies, FEMA floodplain mapping, stormwater system as-builts, City’s stormwater management standards, and site-specific information obtained through field reconnaissance and topographic survey. We will also delineate drainage areas using aerial imagery, and available GIS information to establish the extent of contributing watersheds. Hydrologic modeling will be performed using methodologies in accordance with Riverside County Flood Control and Water Conservation District (RCFC&WCD) standards, with rainfall data and storm recurrence intervals based on local

PAGE | 3 DATE PALM DRIVE RECONSTRUCTION PROJECT | CITY OF CATHEDRAL CITY design storm criteria. This will include 10-, 25-, and 100-year events, allowing us to estimate peak discharges and assess runoff characteristics under various storm conditions.

Building upon the hydrologic results, a hydraulic analysis will be completed to assess the capacity of the existing drainage infrastructure and the roadway surface to convey runoff. This analysis will evaluate inlets, pipes, and culverts to determine whether upgrades are necessary to accommodate design flows consistent with the City’s stormwater management standards. Where deficiencies are identified, such as along the Los Gatos outfall, we will develop conceptual designs for new or improved drainage systems. Hydraulic modeling will be performed using industry-standard tools and our team will analyze the system’s behavior under surcharged conditions to assess ponding and overland flow risks.

The findings and recommendations from both the hydrologic and hydraulic analyses will be compiled in a comprehensive Drainage Analysis Technical Memorandum. This technical report will include a description of the methods and assumptions used, delineation maps, flow calculations, system capacity evaluations, and proposed improvements. These recommendations will be utilized to guide in the preparation of final plans for the project.

2.6 - PRELIMINARY PLANS. Following the steps above, we will develop preliminary improvement plans that incorporate both our findings and input from stakeholders. These initial plans will serve as the foundation for the project's next steps.

Plan sheets are expected to include:

 Title Sheet (1) (Scale: NA)
 Typical Sections (2) (Scale: NA)
 Plan View Paving Sheets (3) (Scale: 1” = 40’)
 Storm Drain Sheets (2) (Scale: 1” = 20’)
 Signing and Striping Sheets (3) (Scale: 1” = 40’)

DELIVERABLES: Field evaluation report with photos, Base maps and inventory, Utility notification letters, Copies of utility correspondence, Utility coordination matrix, Draft and final drainage analysis memo, Preliminary Improvement Plans.

3. ENVIRONMENTAL DOCUMENTATION

3.1 – ENVIRONMENTAL COORDINATION AND MANAGEMENT. This task facilitates the conduct of routine environmental coordination and management tasks by our Senior Project Manager throughout the contract performance period including but not limited to internal coordination with staff, subconsultant coordination, maintaining cost and schedule controls, and maintaining communication with the City and others as warranted. This task also includes attendance of 4 virtual project meetings.

3.2 – PREPARE PROJECT DESCRIPTION. Our team will prepare a Project Description in full compliance with the content provisions set forth in §15124 of the State CEQA Guidelines, as amended. The requirements of this CEQA report section will also satisfy Project Description requirements promulgated under NEPA with regard to the description of the physical improvements associated with the proposed project.

PAGE | 4 DATE PALM DRIVE RECONSTRUCTION PROJECT | CITY OF CATHEDRAL CITY

3.3 – PREPARE THE PES. The purpose of PES is to determine environmental concerns, including the potential presence of any sensitive environmental resources within the project area. The Draft PES will fully describe the project, identify preliminary design information, examine the project for potential environmental effects, identify required technical studies and analysis and permits, identify the preliminary environmental document that would be necessary for the project, and identify any public availability or public hearing on the project. Additionally, to support the conclusions within the PES form, a preliminary environmental investigation will be provided to briefly explain how the project complies with applicable federal mandates. After the Draft PES has been accepted by the City, City staff will submit the Draft PES to Caltrans District 8 Professionally Qualified Staff (PQS) for their review and comment. It is expected that Caltrans may take up to 30 days to review and comment on the PES.

After receiving comments from Caltrans, UltraSystems will revise the PES to reflect all comments received from Caltrans.

3.4 – AIR QUALITY/GREENHOUSE GAS EMISSIONS ASSESSMENT (OPTIONAL) . If required, our team will first prepare an air quality and greenhouse gas (GHG) emissions technical study to support the CEQA NOE. The air quality and greenhouse gas (GHG) emissions technical study will use information from the 2022 Air Quality Management Plan. We also expect that, as part of the approval of the PES, Caltrans will require that an air quality report (AQR) be prepared. While similar in scope to the CEQA air quality study, but more limited in scope, it emphasizes operational carbon monoxide and particulate emissions. WE will use the latest template from the Caltrans website. Upon review of the AQR, Caltrans will determine whether a project-level air quality conformity analysis (AQCA) is needed. If so, we will prepare it, using Caltrans’ template.

3.5 – BIOLOGICAL RESOURCES ASSESSMENT. Our team will conduct a preliminary biological analysis, and provide the following tasks: (1) identify species occurrence potential and their habitats, and (2) determine the effects of construction and operation of the proposed project on protected plant and animals in and within 500 feet of the project location.

Maps with various overlays will be examined to identify: (1) potential presence of special status species, including federal, State, and locally protected species and their habitats, (2) proposed and final critical habitats, (1) wetlands and other waters of the United States (WOUS) and waters of the State (WOS), (4) soil classifications to determine potential to support special status plant and animal species, and (5) wildlife corridors to determine potential for large scale wildlife movement corridors within or adjacent to the project.

A senior biologist with experience with the flora and fauna in the local area will review these data, and conduct a reconnaissance-level biological survey to determine the potential for occurrence of special status species protected under the California Endangered Species Act (CESA), Federal Endangered Species Act (FESA), Migratory Bird Treaty Act (MBTA), Bald and Golden Eagle Protection Act (BGEPA), and local ordinances in or within at least 500 feet of the project site.

Additionally, field photos and global positioning systems GPS coordinates of biological resources will be recorded with a sub-meter accuracy Trimble™ unit.

PAGE | 5 DATE PALM DRIVE RECONSTRUCTION PROJECT | CITY OF CATHEDRAL CITY A Natural Environment Study – Minimal Impact (NES-MI) Report will be prepared in accordance with the California Department of Transportation (Caltrans) Guidance for Chapter 2 Natural Environment Study available on the SER online resource.

3.6 – ARCHAEOLOGICAL SURVEY REPORT (ASR): Our team will prepare ASR with a Phase I Records Search for a 1/2 mile radius of the project site. The Native American Heritage Commission (NAHC) would be contacted to request a search to identify Sacred Lands and cultural significant sites, if any, and obtain a list of Native American tribes, organizations and interested individuals that should be contacted to provide information on culturally important sites within the one-half mile Area of Potential Effect (APE). Our team will prepare the APE to be approved by Caltrans, D-8. Prehistoric and historic archaeological literature and record reviews would include prior Environmental Impact Reports (EIRs), cultural technical reports, site records, previous assessments, research designs, monitoring programs, and related cultural documentation to identify cultural resources within the APE. Records will be reviewed at the California Historical Information Systems (CHRIS) Center in Fullerton, CA.

A pedestrian survey of the project site following standard professional archaeological procedures would be conducted to determine if cultural resources are present on the surface and identify areas with a high possibility of containing subsurface cultural resources. Artifacts, features, sites and structures greater than 50 years of age would be photographed and recorded. Based on these data, a Phase I Cultural Resource Survey Report would be prepared to: (1) document research methodology and findings, (2) provide recommendations for avoidance or preservation of cultural resources that may be encountered during construction or other project activities, and (3) provide mitigation measures to protect and preserve cultural resource if avoidance is not feasible in compliance with NEPA and local standards. A site record and/or site record update would be completed and submitted to appropriate agencies upon completion of the field survey.

3.7 – NOISE IMPACT ASSESSMENT. Our team will prepare a Noise Impact Assessment that will form the basis of the noise section for this project. This study will document ambient noise levels experienced along studied roadway segments and at the property lines of any existing sensitive receivers near roadway alignment. It will estimate noise levels with project operation and existing sources of literature documenting stationary sources. Ambient noise levels will be documented using a Quest Technologies, SoundPro, DL-1-1/3 noise meter that meets the standards outlined in ANSI/ASA S1.13-2020 (American National Standard Measurement of Sound Pressure Levels in Air).

Noise levels generated by construction activities will be calculated. Our team has substantial experience with calculating noise levels, including demolition and site preparation, excavation, and building construction. Estimated construction noise levels will be compared to the General Plan Noise Element, SWIP and the Municipal Code to determine whether significant impacts would occur. Using noise - prediction modeling, we will determine the potential for the project to cause a substantial permanent noise increase above levels without the project at the property line. Predicted noise levels will be compared to adopted thresholds and goals, policies, and objectives from the General Plan and conclusions will be drawn as to whether any potential increase would r epresent a significant acoustical impact requiring mitigation. Noise levels generated by on-site uses, machinery during construction, construction delivery trucks, and landscape equipment, will also be discussed and compared to adopted standards. Mitigation will be proposed for all significant noise impacts.

PAGE | 6 DATE PALM DRIVE RECONSTRUCTION PROJECT | CITY OF CATHEDRAL CITY

3.8 – INITIAL SITE ASSESSMENT (ISA). An ISA will be completed in accordance with ASTM Designation E1527-05 and the AAI Rule (40 CFR 312) following guidelines and the ISA Checklist adopted by Caltrans. Research records provided by Environmental Data Resources (EDR) or a similar service will be used to obtain regulatory agency database information.

3.9 – HISTORIC PROPERTY SURVEY REPORT (HPSR). Our team will prepare a Historic Property Survey Report (HPSR) package in accordance with Caltrans guidelines to meet the requirements of Section 106 of the National Historic Preservation Act and the Caltrans Programmatic Agreement. The objective of this task is to identify all historic properties, as defined by Section 106 regulations, that may be present with the Area of Potential Effects (APE), or those that were previously determined to qualify as historic properties with SHPO concurrence. The APE will include the project alignments along Date Palm Drive, 30th Avenue, Los Gatos Road and Vista Chino and will encompass both the area of direct effects and the area of indirect effects to be delineated as necessary in consultation with Caltrans District 8 Cultural Studies staff.

To complete the HPSR package, our team will pursue the following research procedures and document the methods and results in accordance with Caltrans requirements:
 Conduct a historical/archaeological resources records search at the South Central Coastal information Center of the California Historical Resources Information System in Fullerton, California.

 Contact the Native American Heritage Commission (NAHC) for a Sacred Lands File search to identify potential sites of Native American traditional cultural value in or near the APE and to obtain a referral list of recommended local representatives for further consultation.

 Contact the recommended local Native American tribes and individuals, both in writing and by telephone, in consultation with Caltrans District 8 Native American Coordinator, for tribal input regarding the proposed undertaking.

 Consult with appropriate City staff members and local historical organizations for community input on cultural resources issues.

 Pursue historical background research to establish a historic context for the project location, review past land use in the vicinity of the APE and document the history of any features of historical origin identified within the APE.
 Conduct an intensive-level, pedestrian field survey of the APE following standard professional procedures to identify any buildings, structures, objects, sites, or artifact deposits of prehistoric or historical origin (i.e., more than 50 years of age).

 Field-record all prehistoric or historical features in the APE, if any, and prepare standard site record forms for inclusion in the California Historical Resources Information System.

 Complete a Historic Properties Survey Report (HPSR), an Archaeological Survey Report (ASR), a Historical Resources Evaluation Report (HRER) (if necessary), and other supporting documents as specified in Caltrans guidelines.

3.10 – FINDING OF EFFECT (FOE) (OPTIONAL) . Our team will prepare a Finding of Effect (FOE) to determine whether the undertaking would constitute an adverse effect under Section 106 provisions. If an adverse effect is identified, the FOE will propose appropriate mitigation measures to reduce it to a level of less than significant.

Upon Caltrans approval of, and SHPO concurrence to, the FOE and the adequacy of the mitigation measures, we will implement the proposed mitigation program. For any known historic properties, typical mitigation measures will include the following procedures:

PAGE | 7 DATE PALM DRIVE RECONSTRUCTION PROJECT | CITY OF CATHEDRAL CITY

 Photo-record the structural and architectural characteristics of these features at the appropriate level of Historic American Buildings Survey (HABS)/Historic American Engineering Record (HAER), to be completed by a specialty HABS/HAER photographer using perspective-adjusted equipment and supplemented with standard digital photography. The photographs will include overviews, elevations, and representative details.

 Compile detailed structural, architectural, and historical data on the features in standard HABS/HAER report format for submittal as mitigative recordation, complemented by the HABS/HAER photographs and drawings described above.

3.11 – CEQA NOTICE OF EXEMPTION (NOE) (OPTIONAL) . Our team will prepare an Attachment to a NOE.

We will conduct field reconnaissance and photograph on-site and surrounding land uses. Sources of data for our analysis would include City’s General Plan, Municipal Code, and other readily available resources. The NOE will include the Project Description and Justification Why the Project is Exempt from CEQA.

Upon receipt of City comments, we will revise the attachment; our scope and fee proposal assume one round of City comments and revisions.

Our team will then prepare the NOE. We will post the NOE with the Riverside County Clerk. The payment of posting fee ($50.00) needed to file the NOE with the County Clerk is included in our fee proposal. A copy of the NOE will also be sent to the State Clearinghouse.

DELIVERABLES: Draft and Final Project Description, Screencheck Draft PES to City, Draft PES for Caltrans, Final PES, Air Quality Impact Assessment/GHG Emissions Technical Study; Federal Air Quality Report, including PM Conformity Hot Spot Analysis Project Summary Form for Interagency Consultation; and FHWA Air Quality Conformity Analysis, Draft NES-MI report to City, Draft NES-MI to Caltrans for review. Final NES-MI report, APE map, Standard Caltrans-format ASR package with all necessary supporting documents, Noise Impact Assessment Technical Study, Initial Site Assessment (ISA), Standard Caltrans-format HPSR package with all necessary supporting documents, Standard Caltrans-format FOE package with all necessary supporting documents, HABS/HAER recordation for each historic property, Draft and final CEQA attachment, Final NOE

4. RIGHT OF WAY EXHIBITS

After completion of the preliminary plans, HR Green will prepare Right-of-Way Plans, which will be separate drawings from those used for design and construction details. The Right-of-Way Plans will show alignment, removal of improvements, drainage facilities, property lines and ownership, other land survey information, and existing right of way/known easements. We will also include plan details, which will require additional right of way or easements during the construction phase of the project such as grading limits, temporary erosion control, etc. Right-of-Way Plans include title sheet, typical sections, and plan view only sheets. Areas of new right-of-way, permanent easements and/or temporary easements required from each individual property owner will be shown in tabular form on the respective sheets. Utilizing the ROW plans, our team will then prepare individual legal descriptions and plat maps for each affected property. These exhibits will be delivered to the City for their use to acquire the necessary ROW.

PAGE | 8 DATE PALM DRIVE RECONSTRUCTION PROJECT | CITY OF CATHEDRAL CITY DELIVERABLES: ROW Plans, Legals and Plats (up to 2)

5. PLANS, SPECIFICATIONS, AND ESTIMATES (PS&E)

Once the preliminary plans and environmental documentation are approved, HR Green will move forward with the development of the final Plans, Specifications, and Estimates (PS&E). The final designs will meet all relevant standards, including those set by Caltrans, AASHTO, and Cathedral City.

Plan sheets are expected to include:

 Title Sheet (1) (Scale: NA)
 Index Sheet and Construction Notes (1) (Scale: NA)
 Typical Sections (2) (Scale: NA)
 Details (5) (Scale: 1” = 10’)
 Plan View Paving Sheets (3) (Scale: 1” = 40’)
 Intersection Grading Sheets (2) (Scale: 1” = 20’)
 Storm Drain Sheets (2) (Scale: 1” = 20’)
 Signing and Striping Sheets (3) (Scale: 1” = 40’)
 Total Anticipated Sheets = 19

Comprehensive technical specifications, including General Provisions, Special Provisions (tailored to the project specifics and incorporating FHWA requirements), and reference to relevant City and Caltrans Standard Specifications will also be prepared.

Along with the detailed design plans and specifications, we will prepare an engineer’s estimate of probable construction costs, ensuring the estimates reflect accurate, market-based pricing.

The final PS&E submittals will undergo two reviews—at 90% and 100% completion—to verify that the project designs are fully optimized and ready for implementation.

DELIVERABLES: 90% PS&E Submittals, 100% PS&E Submittals.

6. BIDDING ASSISTANCE

During the bidding phase, HR Green will support the City by responding to contractor inquiries and ensuring clarity on all aspects of the project plans and specifications. We will provide timely responses to Requests for Information (RFIs) and assist in the preparation of any necessary addenda to address contractor questions. Additionally, our team will attend a pre-bid meeting to clarify technical aspects and ensure the contractors understand the project requirements. This process will help maintain the integrity of the bidding phase and provide all potential bidders with the necessary information.

DELIVERABLES: Responses to Contractor RFIs, Addenda as Needed, Pre-Bid Meeting Attendance and Minutes.

PAGE | 9 DATE PALM DRIVE RECONSTRUCTION PROJECT | CITY OF CATHEDRAL CITY

7. CONSTRUCTION SUPPORT

HR Green will continue to provide support during the construction phase to ensure that the project is implemented according to the approved plans and specifications. We will attend the pre-construction meeting and remain available to answer any RFIs that arise during construction. Additionally, we will review and approve submittals and shop drawings as needed. After construction is complete, our team will prepare final Record Drawings, incorporating contractor-provided redlines to document the as-built conditions of the project.

DELIVERABLES: Responses to Construction RFIs, Submittal and Shop Drawing Reviews, Final Record Drawings (As-Built Plans).

B-1
EXHIBIT "B"

COMPENSATION

See next page for HR Green Pacific, Inc. Cost Proposal.

C-1
EXHIBIT "C"

INSURANCE

A. Insurance Coverages. Service Pr ovider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Servic e Provider shall procure and maintain the following scope and limits of insurance:

Only the following “marked” requirements are applicable:

X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Service Provider and City against liability or claims of liability which may arise out of this Agreement in the am ount of one million dolla rs ($1,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000).

Coverage shall be at least as broad as In surance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL limiting the sc ope of coverage for either insured vs. additional insured claims or contra ctual liability. All defense costs shall be outside the limits of the policy.

X Vehicle Liability Insurance: Vehicle liability insuranc e in an amount not less than $1,000,000 for injuries, including acciden tal death, to any one person, and subject to the same minimum for each person, in an amount not less than one million dollars ($1,000,000) for each accident, and property dam age insurance in an amount of not less than one million dollars ($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be c onsidered equivalent to the said required minimum limits. Coverage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the City.

X Workers’ Compensation Insurance: Workers’ Compensation insurance that includes a minimum of one million dollars ( $1,000,000) of employers’ liability coverage.

Service Provider shall prov ide an endorsement that the in surer waives the right of subrogation against the City and it s respective elected offici als, officers, employees, agents and representatives. In the event a clai m under the provisions of the California Workers’ Compensation Act is filed against City by a bona fide employee of Service Provider participating under this Agreem ent, Service Provider is to defend and indemnify the City from such claim.

X Professional Liability Insurance: Professional liability insurance appropriate to the Service Provider’s profession in an amount not less than one million dollars

C-2
$1,000,000 per occurrence. This coverage ma y be written on a “claims made” basis, and must include coverage for contractual liabilit y. The professional liability insurance required by this Agreement must be endors ed to be applicable to claims based upon, arising out of or related to Services per formed under this Agreement. The insurance must be maintained for at least three (3) c onsecutive years following the completion of Service Provider’s services or the termination of this Agr eement. During this additional three (3) year period, Service Provider shall annually and upo n request of the City submit written evidence of this continuous coverage.

B. Other Provisions. Insurance polic ies required by this Agreement shall contain the following provisions:

1. All Coverages.

a. Each insurance policy r equired by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to th is Agreement, reduced in cover age or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.

b. Insurance is to be placed with insurers with a current A.M.

Best's rating of no less than A:VII.

2. Commercial General Liability and Automobile Liability Coverages.

a. City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activiti es Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.

The coverage shall contain no special limitat ions on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees.

b. Service Provider’s insu rance coverage shall be primary insurance with respect to Cit y, and its respective elect ed and appointed, its officers, officials, employees and volunteers. Any in surance or self-insurance maintained by City, and its respective elected and appoi nted officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider’s insurance.

c. Service Provider’s insur ance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

C-3
d. Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elect ed and appointed officers, officials, employees or volunteers.

e. The insurer waives all ri ghts of subrogation against the City, its elected or appointed officers, officials, employees or agents.

3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writ ing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appoi nted officers, officials, employees and agents for losses arising from work performed by Service Provider.

C. Other Requirements. Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of or iginal endorsements effecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that in surer to bind coverage on its behalf. City reserves the right to inspect complete, certif ied copies of all required insurance policies, at any time.

1. Service Provider shall furnis h certificates and endorsements from each sub-contractor identical to those Service Provider provides.

2. Any deductibles or self-insur ed retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as re spects City or its respective elected or appointed officers, officials, employees and vo lunteers, or the Serv ice Provider shall procure a bond guaranteeing pay ment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Se rvice Provider’s liability hereunder nor to fulfill the indemnification provisions and r equirements of this Agreement.

D-1
EXHIBIT "D"

FEDERAL FUNDING PROVISIONS

“As used throughout the Exhibit “D”, LOCAL AGENCY shall mean the City of Cathedral City.

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress r eports 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 fi ndings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

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

ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on August 13, 2025 , contingent upon approval by LOCAL AGENCY, and CONSUL TANT shall commence work after notification to proceed by LOCAL AGEN CY’S Contract Administrator. The AGREEMENT shall end on August 13, 2027 , unless extended by AGREEMENT amendment.

B. CONSULTANT is advised that any re commendation for AGREEMENT award is not binding on LOCAL AGENCY until t he AGREEMENT is fully executed and approved by LOCAL AGENCY.

ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. The method of payment for this AG REEMENT will be based on lump sum. The total lump sum price paid to CONSULTANT will include compensation for all work and deliverables, including travel and equipm ent described in Exhibit A Scope of Services. No additional compensation wi ll be paid to CONSULTANT, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiat ed between CONSULTA NT and LOCAL AGENCY. Adjustment in the total lump sum compensation will not be effective until authorized by AGREEMENT amendment and approved by LOCAL AGENCY.

B. Progress payments may be made monthly in arrears based on the percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Exhibit A Scope of Services, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination.

D-2
C. CONSULTANT shall not commence performanc e of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval of any work, or fo r any work performed prior to approval of this AGREEMENT.

D. CONSULTANT will be reimbursed within th irty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) ca lendar days after the performance of work for which CONSULTANT is billing. Invo ices shall detail the work performed on each milestone, on each project as applicabl e. 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 that include any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice must be submitted within sixty (60) calendar days after completion of CO NSULTANT’s work unless a later date is approved by the LOCAL AGENCY. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following email addresses:
[email protected]; [email protected].

E. The total amount payable by LO CAL AGENCY shall not exceed $345,303.34.

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 receip t requested) of intent to terminate. Upon termination, LOCAL AGENCY shall be entitled to all work , including but not limited to, reports, investigations, appraisals, inv entories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

B. LOCAL AGENCY may temporarily sus pend this AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receip t requested) of tempor ary suspension. If LOCAL AGENCY gives such notice of te mporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEM ENT. A temporary suspension may be issued concurrent with the notice of termination.

C. Notwithstanding any provis ions of this AGREEMENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY fo r damages sustained by City by virtue of any breach of this AGREEMENT by CONSULTANT, and City may withhold any payments due to CONSULTANT until such ti me as the exact amount of damages, if any, due City from CONSULTANT is determined.

D-3
D. In the event of termination, CONSULTA NT shall be compensated as provided for in this AGREEMENT. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data esti mates 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 Ad ministrative 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 Educat ion, the Cost Principles for Title 2 CFR 200, Uniform Administrative Requirements, Cost Prin ciples, and Audit Requirements for Federal Awards shall apply.

ARTICLE VIII RETENTION OF RECORD/AUDITS
For the purpose of determining compli ance 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 perta ining to the performance of the AGREEMENT including, but not limited to, the cost s of administering the AGREEMENT. All parties, including t he CONSULTANT’s Independent CPA, shall make such workpapers and materials availabl e at their respective offices at all reasonable times during the AGREEMENT peri od and for three (3) years from the date of final payment under the AGREEMEN T 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 jurisd iction 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, examinatio ns, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

ARTICLE IX AUDIT REVIEW PROCEDURES

D-4
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 r equest for review will be submitted in writing.

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

D. CONSULTANT and subconsultant AGRE EMENTs, 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 incurr ed 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 pa pers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and othe r 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 pro posal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contra ct Administrator to conform to the audit or review reco mmendations. CONSULTANT agrees that individual terms of costs identified in t he audit report shall be incorporated into the AGREEMENT by this reference if dire cted by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that t he federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for term ination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be s ubject 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 revi ew and/or audit and approve the CPA ICR documentation. The Cost Proposal shal l 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 repo rt. 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

D-5
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 i ssues that arise during the review.

Each party agrees to use its best effo rts to resolve any audit disputes in a timely manner. If IOAI identifies signific ant issues during the review and is unable to issue a cognizant approval le tter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted I CR 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 guide lines of the American Association of State Highways and Tr ansportation 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 t han 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 cogniz ant 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 to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply wit h 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 a ccepted 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 final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or

D-6
revised independent CPA au dited 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 le tter. 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 AGREEM ENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall reliev e the CONSULTANT of it s responsibilities and obligations hereunder. The CONSULTANT agr ees to be as fully responsible to the LOCAL AGENCY for the acts and om issions of its Subconsultants and of persons either directly or indirectly employ ed 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 it s Subconsultants is an independent obligation from the LOCA L 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 writt en authorization by the LOCAL AGENCY Contract Administrator, except that which is ex pressly identified in the CONSULTANT’s approved Cost Proposal.

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

D. CONSULTANT shall pay its Subcons ultants within Fifteen (15) calendar days from receipt of each payment m ade to the CONSULTANT by the LOCAL AGENCY.

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

F. 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

D-7
of the work performed by the subcon sultants, to the extent of each subconsultant’s interest therein. In the event that t here is a good faith dispute over all or any porti on 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 co nstitute 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 separat e from, and in additi on to, all other remedies, either civil, adm inistrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

G. Prompt Payment of Withhel d Funds to Subconsultants

The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular increm ental acceptances of portions, as determined by the LOCAL AGENCY, of the contract wo rk, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ens ure prompt and fu ll payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

Method 1 : No retainage will be held by t he LOCAL AGENCY from progress payments due to CONSULTANT. CONS ULTANTS and subconsultants are prohibited from holding retainage fr om subconsultants. Any delay or postponement of payment may take pl ace 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 remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient s ubconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES A. Prior authorization in writing by LO CAL 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

D-8
($5,000), with prior authorization by LO CAL 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 pr ovided under the 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 r eplacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMEN T is terminated, CONSULTANT may either keep the 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 accor dance 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 expens e, on the basis of a competent independent appraisal of su ch equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipmen t, the terms and cond itions of such sale must be approved in advance by LOCAL AGENCY.

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

ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or Subconsul tant may be awarded an AGREEMENT containing public work elements unle ss registered with t he 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 paym ent of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Departm ent 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

D-9
LOCAL AGENCY construction sites, at LO CAL AGENCY facilities and at off-site locations that are set up by the c onstruction contract or 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 materi als suppliers that provide goods and services to the general public.

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

D. Payroll Records

1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and supporting document s as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classi fication, 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 t he 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 m ade 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:
a. A certified copy of an employ ee's payroll record shall be made available for inspection or 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 representat ive of LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations . Certified payro lls submitted to

D-10
LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altere d 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 publ ic agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and soci al security number. The name and address of the CONSULTANT or Subcon sultant 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, withi n 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 receip t 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 penal ty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is e ffectuated. 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 payro ll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.

F. Penalty

D-11

1. The CONSULTANT and any of its Subc onsultants 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 Subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shal l be determined by the Labor Commissioner and shall be based on consideration of mi stake, 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 respecti ve prevailing wage obligations, or the willful failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wages. A mistake, inadverte nce, or neglect in failing to pay the correct rates of prevailing wages is not excusable if t he CONSULTANT or Subconsultant had knowledge of the ob ligations under the Labor Code. The CONSULTANT is responsible for payi ng 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 sha ll 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 w ages 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 betw een the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the require ments 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

D-12
employees by periodic review of t he 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 co rrective 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 Subconsultant 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, LO CAL AGENCY shall notify the CONSULTANT on a public wo rks 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 empl oyees 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 am ount 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 lega l day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dolla rs ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during wh ich 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, inclusiv e, 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 pe r day and forty (40) hours in any week, at not less than one and one -half (1.5) times the ba sic rate of pay, as provided in §1815.

H. Employment of Apprentices

D-13

1. Where either the prime AGREEMENT or the subagreement exceeds thirty thousand dollars ($30,000), the CONS ULTANT 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 subcons ultants are required to comply with all Labor Code requirements regardi ng 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 Appr enticeship Standards website at https://www.dir.ca.gov/das/, for additional info rmation regarding the employment of apprentices and for the sp ecific 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 ot her relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTA NT 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 di sclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest th at may exist relative to the services to be provided pursuant to this AGREEM ENT. 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 complete 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 inte rest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certif ies that the CONSULTANT or subconsultant and any firm affiliated wit h the CONSULTANT or subconsultant that bids on any construction contra ct or on any Agr eement 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.

D-14

ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawfu l 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 EXPENDI NG LOCAL AGENCY, STATE, OR

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

1. No State, Federal, or LOCAL AG ENCY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer 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 AGR EEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.

2. If any funds other than Federal appr opriated funds have been paid or will be paid to any person for influencing or a ttempting to influenc e 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 CONSULTANT sh all complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

B. This certification is a material repr esentation 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 si gning this document that he or she shall require that the language of this ce rtification be included in all lower tier subagreements, which exceed one hundr ed thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.

ARTICLE XVI NON-DI SCRIMINATION CLAUSE AND STATEMENT OF

COMPLIANCE

D-15
A. The CONSULTANT’s signat ure 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 § 8103.

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, nati onal origin, ancestry, physical disability, mental disability, medical condition, genet ic information, marital status, sex, gender, gender identity, gender ex pression, age, sexual or ientation, or military and veteran status, nor shall they unlaw fully 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 info rmation, marital status, sex, gender, gender identity, gender expression, age, se xual orientation, or military and veteran status. CONSULTANT and subc onsultants shall insure that the evaluation and treatment of their employees and applic ants 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 ther e under (2 CCR §11000 et seq. ), the provisions of Gov. Code §§11135-11139.5, and the regula tions or standards adopted by LOCAL AGENCY to implement such articl e. The applicable regulations of the Fair Employment and Housing Commissi on 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 r epresentatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal bus iness 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 fac ilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.

E. CONSULTANT and its subconsultants s hall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

F. CONSULTANT shall include t he nondiscrimination and compliance provisions of this clause in all s ubcontracts to perform work under this AGREEMENT.

G. The CONSULTANT, with regard to the work performed under this

D-16
AGREEMENT, shall act in accordance wit h 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 excl uded from participat ion 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 pr ograms of the U.S. Department of Transportation (49 CFR 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONS ULTANT shall not partici pate either directly or indirectly in the discrimination prohi bited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

I. CONSULTANT, subrecipient or subc onsultant will never exclude any person from participation in, deny any person the benefits of, or ot herwise discriminate against anyone in connection with the aw ard and performance of any contract covered by 49 CFR 26 on the basis of race , color, sex, or national origin. In administering the LOCAL AGENCY co mponents of the D BE Program Plan, CONSULTANT, subrecipient or subcons ultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or subst antially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed her ein shall constitute a certification under penalty of perjury under the laws of the State of Calif ornia, 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, vo luntarily 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 certificat ion 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 except ions apply, the initiating agency, and the dates of agency action.

D-17
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 DISADVANTAGE D BUSINESS ENTERPRISES (DBE)

PARTICIPATION
A. CONSULTANT, subrecipient (LOCAL AG ENCY), or subconsultant shall take necessary and reasonable steps to ensur e that DBEs have opportunities to participate in the contract (49 CFR 26). To ensure equal participation of DBEs provided in 49 CFR 26.5, the LOCAL AGEN CY shows a contract goal for DBEs.

CONSULTANT shall make work availa ble to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s resp onsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification Syst em (NAICS) codes and work code applicable to the type of work the firm will perform on the contract.

Additionally, the CONSULTANT is res ponsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.

All DBE participation will count towa rd the California Department of Transportation’s federally mandated statewide overal l DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
100 percent counts if the materials or supplies are obtained from a DBE manufacturer.
60 percent counts if the materials or supplies are purchased from a DBE regular dealer.

Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies c ount if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer."
This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in D epartment of Transpor tation Financial Assistance Programs”. CONSULTANTs w ho enter into a federally-funded agreement will assist the LO CAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT is 22% . Participation by DBE CONSULTANT or subconsul tants shall be in accordance with

D-18
information contained in Exhibit 10- O2: Consultant Contract DBE Commitment attached hereto and incorporated as par t of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet t he AGREEMENT goal. An adequate good faith effort means that t he CONSULTANT must show t hat it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: Proposer/Contractor Good Fa ith Efforts to doc ument efforts to meet the goal. Refer to 49 CFR 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. Contract Assurance
Under 49 CFR 26.13(b):

CONSULTANT, subrecipient or subcons ultant 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 recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from fu ture proposing as non-responsible E. Termination and Replacement of DBE Subconsultants
CONSULTANT shall utilize t he specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGEN CY’s written consent. CONSULTANT shall not terminate or replace a list ed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supp lied by the listed DBE on the Exhibit 10-

D-19
02: Consultant Contract DBE Commitment form.

Termination of DBE Subconsultants
After execution of the AGREEMENT, te rmination of a DBE may be allowed for the following, but not limited to, justifiable reasons with prior written authorization from the LOCAL AGENCY:

1. Listed DBE fails or refuses to exec ute a written contract based on plans and specifications for the project.

2. The LOCAL AGENCY sti pulated that a bond is a condition of executing the subcontract and the listed DBE fa ils to meet the LOCAL AGENCY’s bond requirements.

3. Work requires a consultant's license and listed DBE does not have a valid license under Contractors License Law.

4. Listed DBE fails or refuses to per form the work or furnish the listed materials (failing or refusing to per form is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).

5. Listed DBE's work is unsatisfact ory and not in co mpliance with the contract.

6. Listed DBE is ineligible to work on the project because of suspension or debarment.

7. Listed DBE becomes bankrupt or insolvent or exhibits credit unworthiness.

8. Listed DBE voluntarily withdraws with written notice from the Contract.

9. Listed DBE is ineligible to receive credit for the type of work required.

10. Listed DBE owner dies or becomes dis abled resulting in the inability to perform the work on the Contract.

11. The LOCAL AGENCY determines other documented good cause.

CONSULTANT must use the following pr ocedures to request the termination of a DBE or portion of a DBE’s work:

1. Send a written notice to the DBE of the CONSULTANT’s intent to use other forces or material sources and include one or more justifiable reasons listed above. Simultaneously send a copy of this written notice to the LOCAL AGENCY. The written notic e to the DBE must request they provide any response within five (5) business days to both the CONSULTANT and the LOCAL AGENCY by either acknowledging their agreement or documenting t heir reasoning as to why the use of other forces or sources of materials should not occur.

D-20

2. If the DBE does not respond within five (5) business days, CONSULTANT may move forward wit h the request as if the DBE had agreed to CONSULTANT’s written notice.

3. Submit CONSULTANT’s DBE terminat ion request by written letter to the LOCAL AGENCY and include:
• One or more above listed just ifiable reasons along with supporting documentation.
• CONSULTANT’s written notice to the DBE regarding the
request, including proof of transmission and tracking
documentation of CONSULTANT’s written notice
• The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

The LOCAL AGENCY shall respond in writ ing to CONSULTANT’s DBE termination request within five (5) business days.

Replacement of DBE Subconsultants
After receiving the LOCAL AGENCY’s wr itten authorization of DBE termination request, CONSULTANT must obtain the LO CAL AGENCY’s written agreement for DBE replacement. CONSULTANT must find or demonstrate GFEs to find qualified DBE replacement firms to perform the work to the extent needed to meet the DBE commitment.

The following procedures shall be followed to request authorization to replace a DBE firm:

1. Submit a request to replace a D BE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommi tted work item made available for replacement DBE solicitation and participation.
b. The proposed DBE replacement firm 's business information, the work they have agreed to perform, and the following:
• Description of scope of work and cost proposal
• Proposed subcontract agreement and written
confirmation of agreement to perform on the Contract
• Revised Exhibit 10-O2: Consul tant Contract DBE Commitment

2. If CONSULTANT has not identifi ed a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of LO CAL AGENCY's authorization to terminate the DBE. CONSULTA NT may request the LOCAL
AGENCY's approval to extend this s ubmittal period to a total of 14

D-21
st
days. Submit documentation of actions taken to find a DBE replacement firm, such as:
• Search results of certified DBEs available to perform the original DBE work identified and or ot her work CONSULTANT had
intended to self-perform, to the extent needed to meet DBE commitment
• Solicitations of DBEs for performance of work identified • Correspondence with interested DBEs that may have
included contract details and requirements
• Negotiation efforts with DBEs t hat reflect why an agreement was not reached
• If a DBE's quote was rejected, prov ide reasoning for the rejection, such as why the DBE was unqualif ied for the work, or why the price quote was unreasonable or excessive
• Copies of each DBE's and non-D BE's price quotes for work identified, as the LOCAL AGENCY may contact the firms to verify solicitation efforts and determi ne if the DBE quotes are substantially higher
• Additional documentation that supports CONSULTANT’s GFE The LOCAL AGENCY shall re spond in writing to CONSUL TANT’s DBE replacement request within five (5) business days.

F. Commitment and Utilization
The LOCAL AGENCY’s DBE program mu st include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

The LOCAL AGENCY shall request CONSULTANT to:

1. Notify the LOCAL AGENCY’s contra ct administrator or designated representative of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including:
• Name and business address of each 1 -tier subconsultant • Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
• Date of payment and total amount pai d to each business (see Exhibit 9-F: Monthly Disadvantaged Business Enterprise Payment) If CONSULTANT is a DBE CONSULTANT, th ey shall include the date of work performed by their own forces and the corresponding value of the work.

D-22
If a DBE is decertified before comple ting its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the LOCAL AGENCY. On work completion, CONSULTANT shall complete Exhibit 17-O:

Disadvantaged Business Enterprises (DBE) Certification Status Change and submit the form to the LOCAL AGENCY within 30 days of contract acceptance.

Upon work completion, CONSULTANT shall complete Exhibit 17-F: Final Report – Utilization of Disadvantaged Business Enterpri ses (DBE), First-Tier Subcontractors and submit it to t he LOCAL AGENCY within 90 days of contract acceptance. The LOCAL AGENCY will withhold $10,000 until the form is submitted. The LOCAL AGENCY will release the withhold upon submission of the completed form.

In the LOCAL AGENCY’s reports of D BE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.

G. Commercially Useful Function
DBEs must perform a commercially usef ul function (CUF) under 49 CFR 26.55 when performing work or supplying materials listed on the DBE Commitment form.

The DBE value of work will only count to ward the DBE commitment if the DBE performs a CUF. A DBE performs a CUF when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the wo rk involved. To perform a CUF, the DBE must also be responsible, with respec t to materials and supplies used on the AGREEMENT, for negotiating price, deter mining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself.

CONSULTANT must perform CUF evaluat ion for each DBE working on a federal- aid contract, with or without a DBE goal . Perform a CUF evaluation at the beginning of the DBE’s work and continue to monitor the performance of CUF for the duration of the project.

CONSULTANT must provide written not ification to the LOCAL AGENCY at least 15 days in advance of each DBE' s initial performance of work or supplying materials for the Contract. T he notification must include the DBE's name, work the DBE will per form on the contract, and the location, date, and time of where their work will take place.

Within 10 days of a DBE initially performi ng work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using th e LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Func tion Evaluation. Include the following information with the submittal:
• Subcontract agreement with the DBE
• Purchase orders
• Bills of lading
• Invoices
• Proof of payment

D-23
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations th roughout their durati on of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation.

CONSULTANT must submit to t he LOCAL AGENCY these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

CONSULTANT must notify the LOCAL AGENCY immedi ately if they believe the DBE may not be performing a CUF.

The LOCAL AGENCY will verify DBEs per formance of CUF by reviewing the initial and quarterly submissions of LA PM 9-J: DBE Commercially Useful Function Evaluation, submitted supporting information, field observations, and through any additional LOCAL AGENCY evaluations. The LOCAL AGENCY must evaluate DBEs and their CUF perfo rmance throughout the duration of a Contract. The LOCAL AGENCY will provide written notice to the CONSULTANT and the DBE at least tw o (2) business days prior to any evaluation. The CONSULTANT and the DBE must participate in the evaluation.

Upon completing the evaluation, t he LOCAL AGENCY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the LOCAL AGENCY determines the DBE is not performi ng a CUF, the CONSULTANT must suspend performance of the noncompliant work.

CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of LOCAL AGENCY’s request such as:
• Proof of ownership or lease and rental agreements for equipment • Tax records
• Employee rosters
• Certified payroll records
• Inventory rosters
Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can re sult in withholding of payment for the value of work completed by the DBE.

If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF in perform ance of their DBE committed work, CONSULTANT must immediately sus pend performance of the noncompliant portion of the work. LOCAL AGENCY ma y deny payment for the noncompliant portion of the work. LOCAL AGENCY wil l ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompl iance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) da ys of the LOCAL AGENCY's approval.

D-24
The LOCAL AGENCY will t hen authorize the prior noncompliant portion of work for the DBE's committed work.

If corrective actions cannot be accomp lished to ensure the DBE performs a commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.

H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obtain the appearance of D BE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMEN T with its own work force, or the DBE subcontracts a greater portion of the wo rk of the AGREEMEN T than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with ce rtified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the tota l dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

K. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONS ULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall not ify CONSULTANT in writing with the date of certification. Any changes should be repor ted to LOCAL AGENCY’s Contract Administrator within thirty (30) calendar days.

L. For projects awarded on or after March 1, 2020, but before September 1, 2023: after submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following mo nth, the prime contractor/consultant must complete and email Exhibit 9-F: Disadvantaged Business Enterprise Running Tally of Payments to
[email protected] with a copy to local administering agencies.

For projects awarded on or after Septem ber 1, 2023: Exhibit 9-F is no longer required. Instead, by t he 15th of the month follo wing the month of any payment(s), the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract. If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report

D-25
“no payments were made to subs this m onth” and write this visibly and legibly on Exhibit 9-P.

M. Any subcontract entered into as a re sult of this AGREEMENT shall contain all of the provisions of this section.

ARTICLE XX FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaini ng 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 AG REEMENT were executed after that determination was made.

B. This AGREEMENT is valid and enforc eable 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 th e Congress, State Legislature, or LOCAL AGENCY governing board that ma y affect the provisions, terms, or funding of this AGREEMENT in any manner.

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

D. LOCAL AGENCY has the option to te rminate 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 modi fied only by mutual written agreement of the parties.

B. CONSULTANT shall only commence wo rk covered by an amendment after the amendment is execut ed and notification to pr oceed has been provided by LOCAL AGENCY’s Contract Administrator.

C. There shall be no change in CONSULTANT ’s Project Manager or members of the project team, as listed in the approved Cost Propos al, which is a part of this AGREEMENT without prior written approval by LOCA L AGENCY’s Contract Administrator.

ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to so licit or secure this AGREEMENT upon an agreement or understandi ng, for a commission, perc entage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial

D-26
or selling agencies maintained by CONS ULTANT for the purpose of securing business. For breach or violat ion of this warranty, LOCA L AGENCY has the right to annul this AGREEMENT without liability; pay onl y for the value of the work actually performed, or in its discretion to deduct from the AGRE EMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXIII DISPUTES
Prior to either party commencing any le gal action under this AGREEMENT, the parties agree to try in good faith, to se ttle any dispute amicably between them. If a dispute has not been settled after forty- five (45) days of good-faith negotiations and as may be otherwise prov ided herein, then either party may commence legal action against the other.

A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by a committee consisting of City Manager and City Engineer, who may consider written or verbal information submitted by CONSULTANT.

B. Not later than thirty (30) calendar days after completion of all work under the AGREEMENT, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

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

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

ARTICLE XXV SAFETY
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary sa fety equipment or procedures.

CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGEN CY 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 co mply 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

D-27
and the protection of the tr aveling public from inju ry 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 Occupational 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 proc ess related to the construction or excavation of trenches which are five (5) feet or deeper.

ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all material s prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever. Im mediately upon termination, City shall be entitled to, and CONSULTANT shall deli ver to City, reports, investigations, appraisals, inventories, studies, anal yses, drawings and data estimates performed to that date, w hether completed or not, and other such materials as may have been prepared or accumulate d to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

B. Additionally, it is agreed that the Parties intend th is to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire.

CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright ) belongs to and shall be the sole and exclusive property of City without rest riction or limitation upon its use or dissemination by City.

C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is su itable in any way for any other project except the one detailed in th is Contract. Any reuse by City for another project or project location shall be at City’s sole risk.

D. Applicable patent rights provisions r egarding rights to inventions shall be included in the contract s as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal- aid contracts).

E. LOCAL AGENCY may permit copyrighting reports or other agreement products.

D-28
If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevo cable right to reproduce, publish, or otherwise use; and to aut horize others to use, the work for government purposes.

ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION

CONTRACTOR
A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel , and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTA NT agrees to make its personnel available for consultation with LOCA L AGENCY’S construction contract administration and legal staff and for testim ony, if necessary, at depositions and at trial or arbitration proceedings.

B. CONSULTANT’s personnel t hat LOCAL AGENCY consider s essential to assist in defending against construction contract or claims will be made available on reasonable notice from LOCAL AGENCY. Consultation or testimony will be reimbursed at the same ra tes, including travel co sts that are being paid for CONSULTANT’s personnel services under this AGREEMENT.

C. Services of CONSULTANT’s per sonnel in connection with LOCAL AGENCY’s construction contractor cl aims will be performed pursuant to a written contract amendment, if necessa ry, extending the termination date of this AGREEMENT in order to resolve the construction claims.

ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, techni cal, or other data and information relative to LOCAL AGENCY’s operations, which ar e designated confidential by LOCAL AGENCY and made availabl e to CONSULTANT in order to carry out this AGREEMENT, 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 AG REEMENT, shall not authorize CONSULTANT to further disclose such in formation, 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 AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTA NT’s own personnel involved in the performance of this AGREEMENT, at public hearings, or in response to questions from a Legislative committee.

D-29
D. CONSULTANT shall not issue any news re lease or public relations item of any nature, whatsoever, regarding work per formed or to be per formed under this AGREEMENT without prior review of t he contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.

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

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULT ANT 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 preceding two-year period, because of CONSULT ANT’s failure to comply with an order of a federal court that orde rs CONSULTANT to comply with an order of the National Labor Relations Board.

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

ARTICLE XXXI PROMPT PAYMENT
A. PROMPT PAYMENT FROM LOCAL AGENCY TO CONSULTANT
The LOCAL AGENCY shall make all pr oject progress payment within 30 days after receipt of an undisputed and pr operly submitted payment request from CONSULTANT on a professional service contract. If the LO CAL AGENCY fails to pay promptly, the LOCAL AGENCY s hall pay interest to the CONSULTANT, which accrues at the rate of 10 percent per annum on the prin cipal amount of a money judgment remaining unsatisfi ed and pro-rated as necessary. Upon receipt of the payment request, the LO CAL AGENCY shall act in accordance with both of the following:
(1) The LOCAL AGENCY shall review each payment request as soon as feasible after receipt to verify it is a proper payment request. (2) The LOCAL AGENCY must return any payment request deemed improper by the LOCAL AGENCY to the CONSUL TANT as soon as feasible, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall include documentation se tting forth in writing the reasons why it is an improper payment request.

B. PROMPT PAYMENT CERTIFICATION
For projects awarded on or after Sept ember 1, 2023: the CONSULTANT must now submit Exhibit 9-P to the LOCAL AG ENCY administering the contract by the 15th of the month fo llowing the month of an y payment(s). If the CONSULTANT does not make any paym ents to subconsultants, supplier(s),

D-30
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 firms, and address any shortfalls to the DBE commitm ent 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.

ARTICLE XXXII TITLE VI ASSURANCES

APPENDIX A
During the performance of this Agreemen t, the contractor , for itself, its assignees and successors in interest (h ereinafter collectively referred to as CONSULTANT) agrees as follows:
a. Compliance with Regulations: CONS ULTANT shall comply with the regulations relative to nondiscrimination in federally assist ed 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 t he 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, In cluding 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 th is Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports: CONSULTANT shall provide a ll information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, reco rds, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA

D-31
to be pertinent to ascertain compliance with such Regulations or directives.

Where any information required of CO NSULTANT is in the exclusive possession of another who fails or refu ses to furnish this information, CONSULTANT shall so certify to the re cipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information. e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondi scrimination provisions of this agreement, the recipient shall impose such agreem ent sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
i. withholding of payments to CONS ULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or ii. cancellation, termination or suspensi on of the Agreement, in whole or in part.
f. Incorporation of Provisions: CONS ULTANT 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 noncompl iance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened wit h, litigation with a sub-applicant or supplier as a result of such directi on, CONSULTANT may request the recipient enter into such litigation to pr otect the interests of the State, and, in addition, CONSULTANT may request the United States to enter in to such litigation to protect the interests of the United States.

APPENDIX E
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (herei nafter 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 discr imination on the basis of race, color, national origin); and 49 CFR Part 21.
• The Uniform Relocation Assistance and R eal Property Acquisition Policies Act of 1970, (42

D-32
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 Rehabilit ation 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 discriminat ion 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 program s or activities of the F ederal-aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the bas is of disability in the operation of public entities, public and pr ivate transportation systems, places of public accommodation, and certain testi ng entities (42 U. S.C. §§ 12131 – 12189) as implemented by D epartment of Transportation
regulations 49 C.F.R. parts 37 and 38;
• The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimi nation on the basis of race , color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Inc ome Populations, which ensures discrimination against mi nority populations by discouraging programs, policies, and activities with dispr oportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Im proving Access to Services for Persons with Limited English Proficiency, and resu lting agency guidance, national origin discrimination includes discrimination bec ause of Limited English Proficiency (LEP). To ensure compliance with Title V I, you must take reasonable steps to

D-33
ensure that LEP persons have meaningfu l access to your programs (70 Fed.

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

Cathedral City City CouncilAugust 13, 2025

Cathedral City City Council
August 13, 2025