Agenda — Ceres City Council, July 14, 2025 (part 3 of 11)

May 2023

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 disabled 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 procedures 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 notice 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 their reasoning as to why the use of other forces or sources of materials should not occur.

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

3. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include:
• One or more above listed justifiable 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 writing to CONSULTANT’s DBE termination request within five (5) business days.

Replacement of DBE Subconsultants
After receiving the LOCAL AGENCY’s written authorization of DBE termination request, CONSULTANT must obtain the LOCAL 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 DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted 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
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• Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
• Revised Exhibit 10-O2: Consultant Contract DBE Commitment

2. If CONSULTANT has not identified a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of LOCAL AGENCY's authorization to terminate the DBE. CONSULTANT may request the LOCAL AGENCY's approval to extend this submittal period to a total of 14 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 other 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 that reflect why an agreement was not reached • If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive
• Copies of each DBE's and non-DBE's price quotes for work identified, as the LOCAL AGENCY may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher
• Additional documentation that supports CONSULTANT’s GFE

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

F. Commitment and Utilization
The LOCAL AGENCY’s DBE program must 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 contract 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 paid to each business (see Exhibit 9-F: Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

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If a DBE is decertified before completing 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 Enterprises (DBE), First-Tier Subcontractors and submit it to the 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 DBE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.

G. Commercially Useful Function
DBEs must perform a commercially useful 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 toward 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 work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself.

CONSULTANT must perform CUF evaluation 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 notification to the LOCAL AGENCY at least 15 days in advance of each DBE's initial performance of work or supplying materials for the Contract. The notification must include the DBE's name, work the DBE will perform on the contract, and the location, date, and time of where their work will take place.

Within 10 days of a DBE initially performing 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 the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
• Subcontract agreement with the DBE
• Purchase orders
• Bills of lading
• Invoices
• Proof of payment

CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY ITEM 8
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these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

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

The LOCAL AGENCY will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 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 performance throughout the duration of a Contract. The LOCAL AGENCY will provide written notice to the CONSULTANT and the DBE at least two (2) business days prior to any evaluation. The CONSULTANT and the DBE must participate in the evaluation. Upon completing the evaluation, the 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 performing 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 result 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 performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the noncompliant portion of the work. LOCAL AGENCY will 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 noncompliance 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) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work.

If corrective actions cannot be accomplished 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 DBE 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 AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work ITEM 8
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of the AGREEMENT 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 certified 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 total 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 CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported 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 month, 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 September 1, 2023: Exhibit 9-F is no longer required. Instead, by the 15th of the month following 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 “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

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

ARTICLE XIX INSURANCE
A. Prior to commencement of the work described herein, CONSULTANT shall furnish LOCAL AGENCY a Certificate of Insurance stating that there is general comprehensive liability insurance presently in effect for CONSULTANT with a combined single limit (CSL) of not less than one million dollars ($2,000,000) per occurrence.

B. The Certificate of Insurance will provide:

1. That the insurer will not cancel the insured’s coverage without thirty (30) calendar days prior written notice to LOCAL AGENCY.

2. That LOCAL AGENCY, its officers, agents, employees, and servants are included as additional insureds, but only insofar as the operations under this AGREEMENT are concerned.

3. That LOCAL AGENCY will not be responsible for any premiums or assessments on the policy.

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C. CONSULTANT agrees that the bodily injury liability insurance herein provided for, shall be in effect at all times during the term of this AGREEMENT. In the event said insurance coverage expires at any time or times during the term of this AGREEMENT, CONSULTANT agrees to provide at least thirty (30) calendar days prior notice to said expiration date; and a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the AGREEMENT, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of LOCAL AGENCY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, LOCAL AGENCY may, in addition to any other remedies it may have, terminate this AGREEMENT upon occurrence of such event.

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

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

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

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

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

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

C. There shall be no change in CONSULTANT’s 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 LOCAL 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 solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing ITEM 8
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business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXIII DISPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle 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 provided 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 LOCAL AGENCY’s Contract Administrator, who may consider written or verbal information submitted by CONSULTANT.

B. If a PS&E submittal is not required, 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. If a PS&E submittal is required, not later than thirty (30) calendar days after completion of all deliverables necessary to complete the plans, specifications and estimate, 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.

D. 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.

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

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

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

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

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

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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 process 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 materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever.

Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated 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 this 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 restriction 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 suitable in any way for any other project except the one detailed in this Contract.

Any reuse by City for another project or project location shall be at City’s sole risk.

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).

E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA 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.

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; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.

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Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT’s personnel services under this AGREEMENT.

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

ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this 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 AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

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

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

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

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

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately 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.

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ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULTANT 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 project progress payment within 30 days after receipt of an undisputed and properly submitted payment request from CONSULTANT on a professional service contract. If the LOCAL AGENCY fails to pay promptly, the LOCAL AGENCY 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 request, the LOCAL 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 CONSULTANT as soon as feasible, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall include documentation setting forth in writing the reasons why it is an improper payment request.

B. PROMPT PAYMENT CERTIFICATION
For projects awarded on or after September 1, 2023: the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract by the 15th of the month following the month of any payment(s). If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

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

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

APPENDIX A

During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:
a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.

b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations.
c. Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub- agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives.

Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.

e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or

ii. cancellation, termination or suspension of the Agreement, in whole or in part.

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

CONSULTANT shall take such action with respect to any sub-agreement or procurement as the recipient or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is ITEM 8
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threatened with, litigation with a sub-applicant or supplier as a result of such direction, CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

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APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE

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

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

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

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

B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non- discrimination covenants, the recipient will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.* C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the recipient will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the recipient and its assigns.*

(*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)

ITEM 8
Local Assistance Procedures Manual Exhibit 10-R
Agreement Language

Page 32 of 34 ends

May 2023

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

Pertinent Non-Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

ITEM 8
Local Assistance Procedures Manual Exhibit 10-R
Agreement Language

Page 33 of 34 ends

May 2023

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

CONSULTANT:

Kleinfelder Inc.

Stephen Plauson ,Principal
3649 W. Holland Ave, Suite 105

Fresno, CA 93722

LOCAL AGENCY:

City of Ceres

Michael R. Beltran II , Contract Administrator

2220 Magnolia Street
Ceres, CA 95307

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

ITEM 8

Page 34 of 34 ends

May 2023

Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

ARTICLE XXXV SIGNATURES

City of Ceres Kleinfelder Inc.

Douglas D. Dunford,
City Manager

Date: Date:

Steven Wiesner, VP
June 20, 2025
ITEM 8
Local Assistance Procedures Manual EXHIBIT 10-H2
Cost Proposal
Note: Mark-ups are Not Allowed
Consultant Kleinfelder, Inc Prime Consultant Subconsultant 2nd Tier Subconsultant Project No. Contract No. Participation Amount TBD Date 6/3/2025 + GENERAL & ADMINISTRATIVE % = COMBINED ICR%
For Combined Rate + =
Fee =
Actual or Avg % or $
Straight OT(1.5x) OT(2x) From To Hourly Rate increase
Stephen Plauson, PE, GE* 280.95$ N/A N/A 8/1/2025 12/31/2025 103.36$ - Principal-in-Charge 280.95$ N/A N/A 1/1/2026 12/31/2026 103.36$ 0.00% Not Applicable Exempt 289.38$ N/A N/A 1/1/2027 12/31/2027 106.46$ 3.00% 298.05$ N/A N/A 1/1/2028 12/31/2028 109.65$ 3.00% 306.99$ N/A N/A 1/1/2029 12/31/2029 112.94$ 3.00% Johan Jacobsen, PE* 301.88$ N/A N/A 8/1/2025 12/31/2025 111.06$ - Program Manager, Materials Testing 301.88$ N/A N/A 1/1/2026 12/31/2026 111.06$ 0.00% Not Applicable Exempt 310.94$ N/A N/A 1/1/2027 12/31/2027 114.39$ 3.00% 320.26$ N/A N/A 1/1/2028 12/31/2028 117.82$ 3.00% 329.85$ N/A N/A 1/1/2029 12/31/2029 121.35$ 3.00% Shelby Fuller* 171.25$ $ 256.87 $ 342.49 8/1/2025 12/31/2025 63.00$ - Project Manager, Materials Testing 171.25$ $ 256.87 $ 342.49 1/1/2026 12/31/2026 63.00$ 0.00% Not Applicable Non-Exempt 176.38$ $ 264.58 $ 352.77 1/1/2027 12/31/2027 64.89$ 3.00% 181.69$ $ 272.53 $ 363.37 1/1/2028 12/31/2028 66.84$ 3.00% 187.15$ $ 280.72 $ 374.30 1/1/2029 12/31/2029 68.85$ 3.00% Lance Young (Robert)* 205.85$ N/A N/A 8/1/2025 12/31/2025 75.73$ - Project Manager, Materials Testing 205.85$ N/A N/A 1/1/2026 12/31/2026 75.73$ 0.00% Not Applicable Exempt 212.02$ N/A N/A 1/1/2027 12/31/2027 78.00$ 3.00% 218.38$ N/A N/A 1/1/2028 12/31/2028 80.34$ 3.00%
224.93$ N/A N/A 1/1/2029 12/31/2029 82.75$ 3.00%
Exequiel “Zeke” Sinco, PE,GE* 230.86$ N/A N/A 8/1/2025 12/31/2025 84.93$ - Geotechnical Engineer / Project Manager 230.86$ N/A N/A 1/1/2026 12/31/2026 84.93$ 0.00% Not Applicable Exempt 237.79$ N/A N/A 1/1/2027 12/31/2027 87.48$ 3.00% 244.91$ N/A N/A 1/1/2028 12/31/2028 90.10$ 3.00%
252.25$ N/A N/A 1/1/2029 12/31/2029 92.80$ 3.00%

BILLING INFORMATION
Hourly Range -
for Classifications Only

CALCULATION INFORMATION
Name/Job Title/Classification Hourly Billing Rates Effective date of hourly rate

90.81% 147.11%

10.00%
EXHIBIT 10-H2 COST PROPOSAL Page 1 of 3

SPECIFIC RATE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
FRINGE BENEFIT %

56.30%
TBD
X

Page 1 of 6 ends

Attachment 1
ITEM 8
Local Assistance Procedures Manual EXHIBIT 10-H2
Cost Proposal
Note: Mark-ups are Not Allowed
Consultant Kleinfelder, Inc Prime Consultant Subconsultant 2nd Tier Subconsultant Project No. Contract No. Participation Amount TBD Date 6/3/2025 + GENERAL & ADMINISTRATIVE % = COMBINED ICR%
For Combined Rate + =
Fee =
Actual or Avg % or $
Straight OT(1.5x) OT(2x) From To Hourly Rate increase

BILLING INFORMATION
Hourly Range -
for Classifications Only

CALCULATION INFORMATION
Name/Job Title/Classification Hourly Billing Rates Effective date of hourly rate

90.81% 147.11%

10.00%
EXHIBIT 10-H2 COST PROPOSAL Page 1 of 3

SPECIFIC RATE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
FRINGE BENEFIT %

56.30%
TBD
X
Nathan Strid, PE* 166.54$ N/A N/A 8/1/2025 12/31/2025 61.27$ - Geotechnical Engineer / Project Manager 166.54$ N/A N/A 1/1/2026 12/31/2026 61.27$ 0.00% Not Applicable Exempt 171.55$ N/A N/A 1/1/2027 12/31/2027 63.11$ 3.00% 176.68$ N/A N/A 1/1/2028 12/31/2028 65.00$ 3.00%
181.98$ N/A N/A 1/1/2029 12/31/2029 66.95$ 3.00%
Jesus Reyes, EIT 128.87$ N/A N/A 8/1/2025 12/31/2025 47.41$ - Staff Engineer 128.87$ N/A N/A 1/1/2026 12/31/2026 47.41$ 0.00% Not Applicable Exempt 132.73$ N/A N/A 1/1/2027 12/31/2027 48.83$ 3.00% 136.70$ N/A N/A 1/1/2028 12/31/2028 50.29$ 3.00%
140.80$ N/A N/A 1/1/2029 12/31/2029 51.80$ 3.00%
Jamal Osumanu 110.88$ N/A N/A 8/1/2025 12/31/2025 40.79$ - Staff Engineer 110.88$ N/A N/A 1/1/2026 12/31/2026 40.79$ 0.00% Not Applicable Exempt 114.19$ N/A N/A 1/1/2027 12/31/2027 42.01$ 3.00% 117.62$ N/A N/A 1/1/2028 12/31/2028 43.27$ 3.00%
121.15$ N/A N/A 1/1/2029 12/31/2029 44.57$ 3.00%
Austen Wipfli 128.44$ $ 192.65 $ 256.87 8/1/2025 12/31/2025 47.25$ - Materials Tester / Inspector 128.44$ $ 192.65 $ 256.87 1/1/2026 12/31/2026 47.25$ 0.00% Not Applicable Non-Exempt 132.30$ $ 198.44 $ 264.59 1/1/2027 12/31/2027 48.67$ 3.00% 136.26$ $ 204.40 $ 272.53 1/1/2028 12/31/2028 50.13$ 3.00% 140.34$ $ 210.51 $ 280.68 1/1/2029 12/31/2029 51.63$ 3.00% Brandin Plauson 108.46$ $ 162.68 $ 216.91 8/1/2025 12/31/2025 39.90$ - Materials Tester / Inspector 108.46$ $ 162.68 $ 216.91 1/1/2026 12/31/2026 39.90$ 0.00% Not Applicable Non-Exempt 111.72$ $ 167.58 $ 223.44 1/1/2027 12/31/2027 41.10$ 3.00% 115.06$ $ 172.59 $ 230.12 1/1/2028 12/31/2028 42.33$ 3.00% 118.51$ $ 177.77 $ 237.03 1/1/2029 12/31/2029 43.60$ 3.00% Don Lee Valles 128.44$ $ 192.65 $ 256.87 8/1/2025 12/31/2025 47.25$ - Materials Tester / Inspector 128.44$ $ 192.65 $ 256.87 1/1/2026 12/31/2026 47.25$ 0.00% Not Applicable Non-Exempt 132.30$ $ 198.44 $ 264.59 1/1/2027 12/31/2027 48.67$ 3.00% 136.26$ $ 204.40 $ 272.53 1/1/2028 12/31/2028 50.13$ 3.00% 140.34$ $ 210.51 $ 280.68 1/1/2029 12/31/2029 51.63$ 3.00%

Page 2 of 6 ends

ITEM 8
Local Assistance Procedures Manual EXHIBIT 10-H2
Cost Proposal
Note: Mark-ups are Not Allowed
Consultant Kleinfelder, Inc Prime Consultant Subconsultant 2nd Tier Subconsultant Project No. Contract No. Participation Amount TBD Date 6/3/2025 + GENERAL & ADMINISTRATIVE % = COMBINED ICR%
For Combined Rate + =
Fee =
Actual or Avg % or $
Straight OT(1.5x) OT(2x) From To Hourly Rate increase

BILLING INFORMATION
Hourly Range -
for Classifications Only

CALCULATION INFORMATION
Name/Job Title/Classification Hourly Billing Rates Effective date of hourly rate

90.81% 147.11%

10.00%
EXHIBIT 10-H2 COST PROPOSAL Page 1 of 3

SPECIFIC RATE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
FRINGE BENEFIT %

56.30%
TBD
X
Jason Roberts 97.04$ $ 145.56 $ 194.08 8/1/2025 12/31/2025 35.70$ - Materials Tester / Inspector 97.04$ $ 145.56 $ 194.08 1/1/2026 12/31/2026 35.70$ 0.00% Not Applicable Non-Exempt 99.95$ $ 149.92 $ 199.90 1/1/2027 12/31/2027 36.77$ 3.00% 102.94$ $ 154.41 $ 205.88 1/1/2028 12/31/2028 37.87$ 3.00% 106.04$ $ 159.06 $ 212.07 1/1/2029 12/31/2029 39.01$ 3.00% Jeff Hafeli 128.44$ $ 192.65 $ 256.87 8/1/2025 12/31/2025 47.25$ - Materials Tester / Inspector 128.44$ $ 192.65 $ 256.87 1/1/2026 12/31/2026 47.25$ 0.00% Not Applicable Non-Exempt 132.30$ $ 198.44 $ 264.59 1/1/2027 12/31/2027 48.67$ 3.00% 136.26$ $ 204.40 $ 272.53 1/1/2028 12/31/2028 50.13$ 3.00% 140.34$ $ 210.51 $ 280.68 1/1/2029 12/31/2029 51.63$ 3.00% Jimmy Zepeda 181.98$ N/A N/A 8/1/2025 12/31/2025 66.95$ - Materials Tester / Inspector 181.98$ N/A N/A 1/1/2026 12/31/2026 66.95$ 0.00% Not Applicable Exempt 187.45$ N/A N/A 1/1/2027 12/31/2027 68.96$ 3.00% 193.07$ N/A N/A 1/1/2028 12/31/2028 71.03$ 3.00%
198.86$ N/A N/A 1/1/2029 12/31/2029 73.16$ 3.00%
John Sykes 114.27$ N/A N/A 8/1/2025 12/31/2025 42.04$ - Laboratory Supervisor 114.27$ N/A N/A 1/1/2026 12/31/2026 42.04$ 0.00% Not Applicable Exempt 117.70$ N/A N/A 1/1/2027 12/31/2027 43.30$ 3.00% 121.23$ N/A N/A 1/1/2028 12/31/2028 44.60$ 3.00%
124.87$ N/A N/A 1/1/2029 12/31/2029 45.94$ 3.00%
Lauren Anstine 147.00$ $ 220.50 $ 294.00 8/1/2025 12/31/2025 54.08$ - Materials Tester / Inspector 147.00$ $ 220.50 $ 294.00 1/1/2026 12/31/2026 54.08$ 0.00% Not Applicable Non-Exempt 151.40$ $ 227.11 $ 302.81 1/1/2027 12/31/2027 55.70$ 3.00% 155.94$ $ 233.92 $ 311.89 1/1/2028 12/31/2028 57.37$ 3.00% 160.62$ $ 240.93 $ 321.24 1/1/2029 12/31/2029 59.09$ 3.00% Marley Lee 130.37$ $ 195.55 $ 260.73 8/1/2025 12/31/2025 47.96$ - Laboratory Supervisor 130.37$ $ 195.55 $ 260.73 1/1/2026 12/31/2026 47.96$ 0.00% Not Applicable Non-Exempt 134.28$ $ 201.42 $ 268.56 1/1/2027 12/31/2027 49.40$ 3.00% 138.30$ $ 207.45 $ 276.61 1/1/2028 12/31/2028 50.88$ 3.00% 142.46$ $ 213.69 $ 284.92 1/1/2029 12/31/2029 52.41$ 3.00%

Page 3 of 6 ends

BILLING INFORMATION
Hourly Range -
for Classifications Only

CALCULATION INFORMATION
Name/Job Title/Classification Hourly Billing Rates Effective date of hourly rate

90.81% 147.11%

10.00%
EXHIBIT 10-H2 COST PROPOSAL Page 1 of 3

SPECIFIC RATE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
FRINGE BENEFIT %

56.30%
TBD
X
Matt Zimring 128.44$ $ 192.65 $ 256.87 8/1/2025 12/31/2025 47.25$ - Materials Tester / Inspector 128.44$ $ 192.65 $ 256.87 1/1/2026 12/31/2026 47.25$ 0.00% Not Applicable Non-Exempt 132.30$ $ 198.44 $ 264.59 1/1/2027 12/31/2027 48.67$ 3.00% 136.26$ $ 204.40 $ 272.53 1/1/2028 12/31/2028 50.13$ 3.00% 140.34$ $ 210.51 $ 280.68 1/1/2029 12/31/2029 51.63$ 3.00% Technician/Inspector Group 1** 268.97$ 403.45$ 537.93$ 8/1/2025 12/31/2025 98.95$ - Inspection and Materials Testing 268.97$ 403.45$ 537.93$ 1/1/2026 12/31/2026 98.95$ 0.00% Not Applicable 277.04$ 415.56$ 554.08$ 1/1/2027 12/31/2027 101.92$ 3.00% 285.36$ 428.04$ 570.72$ 1/1/2028 12/31/2028 104.98$ 3.00% 293.92$ 440.88$ 587.84$ 1/1/2029 12/31/2029 108.13$ 3.00% Technician/Inspector Group 2** 263.26$ 394.89$ 526.52$ 8/1/2025 12/31/2025 96.85$ - Inspection and Materials Testing 263.26$ 394.89$ 526.52$ 1/1/2026 12/31/2026 96.85$ 0.00% Not Applicable Non-Exempt (Prevailing Wage - Group 2) 271.17$ 406.75$ 542.34$ 1/1/2027 12/31/2027 99.76$ 3.00% 279.30$ 418.94$ 558.59$ 1/1/2028 12/31/2028 102.75$ 3.00% 287.67$ 431.50$ 575.34$ 1/1/2029 12/31/2029 105.83$ 3.00% Technician/Inspector Group 3** 242.68$ 364.02$ 485.36$ 8/1/2025 12/31/2025 89.28$ - Inspection and Materials Testing 242.68$ 364.02$ 485.36$ 1/1/2026 12/31/2026 89.28$ 0.00% Not Applicable Non-Exempt (Prevailing Wage - Group 3) 249.97$ 374.95$ 499.93$ 1/1/2027 12/31/2027 91.96$ 3.00% 257.47$ 386.20$ 514.94$ 1/1/2028 12/31/2028 94.72$ 3.00% 265.19$ 397.78$ 530.38$ 1/1/2029 12/31/2029 97.56$ 3.00% Technician/Inspector Group 4** 225.64$ 338.46$ 451.28$ 8/1/2025 12/31/2025 83.01$ - Inspection and Materials Testing 225.64$ 338.46$ 451.28$ 1/1/2026 12/31/2026 83.01$ 0.00% Not Applicable Non-Exempt (Prevailing Wage - Group 4) 232.41$ 348.61$ 464.81$ 1/1/2027 12/31/2027 85.50$ 3.00% 239.39$ 359.09$ 478.79$ 1/1/2028 12/31/2028 88.07$ 3.00% 246.57$ 369.85$ 493.14$ 1/1/2029 12/31/2029 90.71$ 3.00% Lab Supervisor 135.10$ N/A N/A 8/1/2025 12/31/2025 49.70$ - Lab Supervisor 135.10$ N/A N/A 1/1/2026 12/31/2026 49.70$ 0.00% Not Applicable Exempt 139.15$ N/A N/A 1/1/2027 12/31/2027 51.19$ 3.00% 143.33$ N/A N/A 1/1/2028 12/31/2028 52.73$ 3.00%
147.63$ N/A N/A 1/1/2029 12/31/2029 54.31$ 3.00%
Non-Exempt (Prevailing Wage - Group 1)

Page 4 of 6 ends

BILLING INFORMATION
Hourly Range -
for Classifications Only

CALCULATION INFORMATION
Name/Job Title/Classification Hourly Billing Rates Effective date of hourly rate

90.81% 147.11%

10.00%
EXHIBIT 10-H2 COST PROPOSAL Page 1 of 3

SPECIFIC RATE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
FRINGE BENEFIT %

56.30%
TBD
X
Special Inspector II 108.62$ 162.93$ 217.24$ 8/1/2025 12/31/2025 39.96$ - Special Inspector II 108.62$ 162.93$ 217.24$ 1/1/2026 12/31/2026 39.96$ 0.00% $39 / $41 Non-Exempt 111.88$ 167.82$ 223.76$ 1/1/2027 12/31/2027 41.16$ 3.00% 115.22$ 172.84$ 230.45$ 1/1/2028 12/31/2028 42.39$ 3.00% 118.68$ 178.02$ 237.35$ 1/1/2029 12/31/2029 43.66$ 3.00% Technician I 73.39$ 110.09$ 146.78$ 8/1/2025 12/31/2025 27.00$ - Technician I 73.39$ 110.09$ 146.78$ 1/1/2026 12/31/2026 27.00$ 0.00% Non-Exempt 75.59$ 113.39$ 151.19$ 1/1/2027 12/31/2027 27.81$ 3.00%

77.85$ 116.77$ 155.70$ 1/1/2028 12/31/2028 28.64$ 3.00%

80.19$ 120.28$ 160.37$ 1/1/2029 12/31/2029 29.50$ 3.00% Technician IV 104.19$ 156.28$ 208.38$ 8/1/2025 12/31/2025 38.33$ - Technician IV 104.19$ 156.28$ 208.38$ 1/1/2026 12/31/2026 38.33$ 0.00% Not Applicable Non-Exempt 107.31$ 160.97$ 214.63$ 1/1/2027 12/31/2027 39.48$ 3.00% 110.52$ 165.78$ 221.04$ 1/1/2028 12/31/2028 40.66$ 3.00% 113.84$ 170.76$ 227.68$ 1/1/2029 12/31/2029 41.88$ 3.00% Special Inspector I 103.46$ 155.18$ 206.91$ 8/1/2025 12/31/2025 38.06$ - Special Inspector I 103.46$ 155.18$ 206.91$ 1/1/2026 12/31/2026 38.06$ 0.00% Non-Exempt 106.55$ 159.83$ 213.11$ 1/1/2027 12/31/2027 39.20$ 3.00% 109.76$ 164.64$ 219.52$ 1/1/2028 12/31/2028 40.38$ 3.00% 113.05$ 169.58$ 226.10$ 1/1/2029 12/31/2029 41.59$ 3.00% Technician III 97.04$ 145.56$ 194.08$ 8/1/2025 12/31/2025 35.70$ - Technician III 97.04$ 145.56$ 194.08$ 1/1/2026 12/31/2026 35.70$ 0.00% $35 / $40 Non-Exempt 99.95$ 149.92$ 199.90$ 1/1/2027 12/31/2027 36.77$ 3.00% 102.94$ 154.41$ 205.88$ 1/1/2028 12/31/2028 37.87$ 3.00% 106.04$ 159.06$ 212.07$ 1/1/2029 12/31/2029 39.01$ 3.00% Alma Jimenez 115.36$ N/A N/A 8/1/2025 12/31/2025 42.44$ - Project Controls Professional 115.36$ N/A N/A 1/1/2026 12/31/2026 42.44$ 0.00% Not Applicable Exempt 118.81$ N/A N/A 1/1/2027 12/31/2027 43.71$ 3.00% 122.37$ N/A N/A 1/1/2028 12/31/2028 45.02$ 3.00%
126.04$ N/A N/A 1/1/2029 12/31/2029 46.37$ 3.00%

Page 5 of 6 ends

BILLING INFORMATION
Hourly Range -
for Classifications Only

CALCULATION INFORMATION
Name/Job Title/Classification Hourly Billing Rates Effective date of hourly rate

90.81% 147.11%

10.00%
EXHIBIT 10-H2 COST PROPOSAL Page 1 of 3

SPECIFIC RATE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
FRINGE BENEFIT %

56.30%
TBD
X
Margarita "Maggie" Medina 82.31$ 123.46$ 164.61$ 8/1/2025 12/31/2025 30.28$ - Project Administrator 82.31$ 123.46$ 164.61$ 1/1/2026 12/31/2026 30.28$ 0.00% Not Applicable Non-Exempt 84.78$ 127.17$ 169.56$ 1/1/2027 12/31/2027 31.19$ 3.00%

87.34$ 131.00$ 174.67$ 1/1/2028 12/31/2028 32.13$ 3.00%

89.95$ 134.92$ 179.89$ 1/1/2029 12/31/2029 33.09$ 3.00% NOTES:

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

2. The cost proposal format shall not be amended.

3. Billing rate = actual hourly rate * (1+ ICR) * (1+ Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. All costs must comply with the Federal cost principles for reimbursement.

4. For named employees and key personnel enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification.

5. The escalation rate for employees that are subject to prevailing wage marked with two asterisks (**) is assumed to be 3%, the actual escalation rate will be based on the State Department of Industrial Relations determinations.

Page 6 of 6 ends

ITEM 8
Local Assistance Procedures Manual EXHIBIT 10-H2
Cost Proposal
Consultant Kleinfelder, Inc Prime Consultant Subconsultant Project No. Contract No. Date 6/3/2025
Quantity Unit Unit Cost
per IRS rate
per attached Fee Schedule
per attached Fee Schedule
at cost
at cost
per attached Fee ScheduleSubconsultant 9: Taber Drilling Subconsultant 10: Dillard Environmental Services
Laboratory Tests
Subconsultant 5: Salem Enginerring Group, Inc
Subconsultant 6: Sunland Analytical Lab, Inc
Subconsultant 7: Gregg Drilling
Permit Fees
Subconsultant 1: Avila Traffic Safety
Subconsultant 8: Hammerhead Drilling
Subconsultant 2: Assoicated Traffic Safety
Subconsultant 3: GPRS
Subconsultant 4: AP Engineering and Testing
EXHIBIT 10-H2 COST PROPOSAL Page 2 of 3

SPECIFIC RATE OF COMPENSATION (USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)

SCHEDULE OF OTHER DIRECT COST ITEMS
Plan Sheets / Reproduction / Copies
TotalDescription of Item
Mileage Costs
TBD
Equipment Rental and Supplies
Specialized Equipment and Supplies
X

Page 7 of 8 ends

ITEM 8
Certification of Direct Costs
1 Generally Accepted Accounting Principles (GAAP)
2 Terms and conditions of the contract
3 Title 23 United States Code Section 112 - Letting of Contracts 4 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 5 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of 6 Prime Consultant or Suconsultant Certifying:

Name: Title*:

Signature:

Email:

Address:

List services the consultant is providing under this proposed contract:
48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) Local Assistance Procedures Manual EXHIBIT 10-H1
Cost Proposal
EXHIBIT 10-H1 COST PROPOSAL (Page 3 of 3)
I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement.

Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s).

Mark Connelly Area Manager
Date of Certification (mm/dd/yyyy):

Page 3 of 3 ends

September 2020
[email protected]
Phone Number: 916-612-6536
2001 Arch-Airport Road, Suite 100, Stockton CA 95206
*An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

Geotechnical Engineering and Construction Observation and Materials Testing Services 6/3/25
ITEM 8
KLEINFELDER, INC – NorCal Pacific Area, Geo Services
2025 RATE SCHEDULE
Developed for: Geotechnical Engineering and Construction Observation and Materials Testing Services – City of Ceres
Kleinfelder Fee Schedule 2025_NCP_Geo Revised 12/2024 Page | 1 of 2

PROFESSIONAL STAFF RATES
Professional* ................................................................................................................................ $ 152/ hour Staff Professional I* ...................................................................................................................... $ 173/ hour Staff Professional II* ..................................................................................................................... $ 184/ hour Project Professional ...................................................................................................................... $ 210/ hour Senior Professional ....................................................................................................................... $ 218/ hour Principal Professional ................................................................................................................... $ 257/ hour Senior Principal Professional ........................................................................................................ $ 314/ hour

Project Manager I ........................................................................................................................ $ 200/ hour Project Manager II/Materials Manager ........................................................................................ $ 220/ hour Senior Project Manager ............................................................................................................... $ 263/ hour Program Manager ........................................................................................................................ $ 268/ hour Senior Program Manager ............................................................................................................. $ 300/ hour

GIS/Designer/Drafter* .................................................................................................................. $ 122/ hour Senior GIS/Designer/Drafter ........................................................................................................ $ 166/ hour

Project Controls Professional* ..................................................................................................... $ 137/ hour Senior Project Controls Professional ............................................................................................ $ 210/ hour Project Administrator* ................................................................................................................ $ 115/ hour

TECHNICIAN NON-PREVAILING WAGE (OFF-SITE) RATES
Technician * - ACI/Soils/Asphalt Testing & Observation .............................................................. $ 115/ hour Special Inspector* - ICC Certified Structural Inspector (Masonry, Shotcrete and PT Slab Services, Reinforced Concrete, High Strength Bolting, and Floor Flatness) .......................................... $ 126/ hour
Special Inspector* - CWI/NDT/NACE (Welding, NDT, NACE) ....................................................... $ 152/ hour

PREVAILING WAGE (ON-SITE AND TRAVEL) RATES
Group 1^* (Lead Insp - NC 63-3-9-2024-1) .................................................................................. $ 237/ hour Group 2^* (Bldg Inspector - NC 63-3-9-2024-1) .......................................................................... $ 231/ hour Group 3^* (Soils - NC 63-3-9-2024-1) .......................................................................................... $ 210/ hour Group 4^* (Concrete - NC 63-3-9-2024-1) .................................................................................. $ 195/ hour

 Public works projects or projects receiving public funds may be subject to Prevailing Wage laws. The above rates marked ^ do apply to NC 63-3-9-2024-1 prevailing wages. Group 3 Soils rate may be used for any professional staff handling soil during pre-construction, construction, or demolition activities in accordance with California AB1768. Second shift rates (not shown) apply to any work starting after 2pm and before 4am and will incur a separate rate in accordance with California DIR.  Travel time will be charged at the prevailing wage rate, as required per the determination and the Public Works Manual Section 4.1.5.
 PW rates will be charged, including retroactively, for the covered scope items if the DIR directs that this is covered work at any time during the life of this agreement, or thereafter.

ITEM 8
KLEINFELDER, INC – NorCal Pacific Area, Geo Services
2025 RATE SCHEDULE
Developed for: Geotechnical Engineering and Construction Observation and Materials Testing Services – City of Ceres
Kleinfelder Fee Schedule 2025_NCP_Geo Revised 12/2024 Page | 2 of 2
 Hourly rates assume that other direct costs will be billed and reimbursed by the client. Kleinfelder reserves the right to adjust the rate schedule on projects where other direct costs are not reimbursed.

Geotechnical and Materials Laboratory Testing Rates are in accordance with Fee Schedule (attached)

Subcontractor Fees and Other Direct Costs to be reimbursed at cost plus 10%.

Travel related expenses to be reimbursed at cost.

Mileage to be billed at current IRS rate.
*Time worked in excess of 8 hours per day and weekend/holiday work will be charged at 1.5X the hourly rate shown above. Overtime applies to (*) rates only.

Hourly rates shall be escalated annually on January 1 of each calendar year, starting 12/31/2026. Labor Escalation Rate to be 3%.

TECHNICIAN NON-PREVAILING WAGE (OFF-SITE) RATES
Technician * - ACI/Soils/Asphalt Testing & Observation .............................................................. $ 115/ hour Special Inspector* - ICC Certified Structural Inspector (Masonry, Shotcrete and PT Slab Services, Reinforced Concrete, High Strength Bolting, and Floor Flatness) .......................................... $ 125/ hour
Special Inspector* - CWI/NDT/NACE (Welding, NDT, NACE) ....................................................... $ 150/ hour

TECHNICIAN PREVAILING WAGE (ON-SITE & TRAVEL) RATES
Group 1*^ (Lead Insp - NC 63-3-9-2024-1) ................................................................................... $ 237/ hour Group 2*^ (Bldg Inspector - NC 63-3-9-2024-1) ........................................................................... $ 231/ hour Group 3*^ (Soils - NC 63-3-9-2024-1) ........................................................................................... $ 210/ hour Group 4*^ (Concrete - NC 63-3-9-2024-1) ................................................................................... $ 195/ hour

PROFESSIONAL STAFF RATES
Professional* ................................................................................................................................ $ 152/ hour Staff Professional* ........................................................................................................................ $ 175/ hour Project/Senior Professional .......................................................................................................... $ 218/ hour Principal Professional ................................................................................................................... $ 257/ hour Senior Principal Professional ........................................................................................................ $ 314/ hour

Project Manager I ......................................................................................................................... $ 200/ hour Project Manager II ........................................................................................................................ $ 200/ hour Materials Manager/Materials Operations Supervisor ................................................................. $ 220/ hour Senior Project Manager ............................................................................................................... $ 263/ hour Program Manager ........................................................................................................................ $ 268/ hour Senior Program Manager ............................................................................................................. $ 300/ hour

Project Controls Professional* ..................................................................................................... $ 137/ hour Senior Project Controls Professional ............................................................................................ $ 210/ hour Administrator/Dispatch* ............................................................................................................. $ 115/ hour

 Public works projects or projects receiving public funds may be subject to Prevailing Wage laws. The above rates marked ^ do apply to NC 63-3-9-2024-1 prevailing wages. Second shift rates (not shown) apply to any work starting after 2pm and before 4am and will incur a separate rate in accordance with California DIR.  Travel time will be charged at the prevailing wage rate, as required per the determination and the Public Works Manual Section 4.1.5.
 PW rates will be charged, including retroactively, for the covered scope items if the DIR directs that this is covered work at any time during the life of this agreement, or thereafter.  Hourly rates will increase 3% annually on January 1 st of each year, starting December 31, 2026.  Hourly rates assume that other direct costs will be billed and reimbursed by the client. Kleinfelder reserves the right to adjust the rate schedule on projects where other direct costs are not reimbursed.

Geotechnical and Materials Laboratory Testing Rates are in accordance with Fee Schedule (attached) Subcontractor fees and Other Direct Costs to be reimbursed at cost plus 10%.

ITEM 8
KLEINFELDER, INC – NorCal Pacific Area, CoMET Services
2025 RATE SCHEDULE
Developed for: Geotechnical Engineering and Construction Observation and Materials Testing Services – City of Ceres
Kleinfelder Fee Schedule 2025_CoMET_NCP
Page | 2 of 1 Revised 1/2025
Travel related expenses to be reimbursed at cost. Mileage to be billed at current IRS rate. *Time worked in excess of 8 hours per day and weekend/holiday work will be charged at 1.5X the hourly rate shown above. Overtime applies to (*) rates only.

ITEM 8

2024 KLEINFELDER FEE SCHEDULE FOR
GEOTECHNICAL and MATERIALS LABORATORY TESTING SERVICES

†Common ASTM, AASHTO and DOT test methods.
• Those beginning with A, B, C, D, E, F, or G are ASTM methods. • Those beginning with T are AASHTO methods.

Page 1 of 7 ends

Revised 4/2024

SOIL TESTS

SOIL DENSITY TESTS
Test Standard Test Method† Fee
Standard Proctor D698, T99 $ 305 each
Modified Proctor D1557, T180 $ 305 each
Rapid Determination of Compaction* D5080 $ 250 each
1-Point Proctor, Check Point T272 $ 180 each
Proctor Oversize Correction D4718 $ 95 each
Treated Soil Proctor D558 $ 400 each
Minimum and Maximum Relative Density D4254, D4253 $ 535 each Maximum Density by Vibratory Hammer D7382 $ 695 each
Moisture/Density, TEX 113-E TEX113-E $ 345 each
Moisture/Density, TEX 114-E TEX114-E $ 345 each
California Impact, CT 216 CT216 $ 285 each
*Field Test

SOIL CLASSIFICATION AND INDEX TESTS
Test Standard Test Method† Fee
Visual Classification D2488 $ 37 each
Sieve Analysis, % Finer than No. 200 Sieve D1140 $ 115 each Sieve Analysis, Fine D422, D6913, T88 $ 165 each
Sieve Analysis, Coarse D422, D6913, T88 $ 165 each
Sieve Analysis, Coarse and Fine D422, D6913, T88 $ 210 each Hydrometer Analysis (Requires a Sieve Analysis, not included) D422, D7928 $ 230 each Water Content D2216, D4363, T265 $ 32 each
Water Content and Dry Unit Weight D2216, D2937, D7263 $ 58 each Atterberg Limits, Single Point D4318-B, T89, T90 $ 150 each Atterberg Limits, Multiple Point D4318-A, T89, T90 $ 230 each Soil Specific Gravity D854, T100 $ 285 each
Soil Organic Content D2974-C $ 160 each
Fiber Content of Peat Soils D1997 $ 335 each
Pinhole Dispersion Classification D4647 $ 660 each
Soil pH D4972, G51 $ 74 each
Double Hydrometer for Dispersive Soils D4221 $ 345 each Crumb Test for Dispersive Soils D6572 $ 110 each
Soil Resistivity G187 $ 200 each
Chloride Content $ 89 each
Sulfate Content $ 74 each
Thermal Resistivity, Per Point D5334, IEEE 422 $ 410 each Thermal Resistivity, Dry-Out Curve D5334, IEEE 422 $ 1,195 each Methylene Blue C837 $ 290 each

ITEM 8

2024 KLEINFELDER FEE SCHEDULE FOR
GEOTECHNICAL and MATERIALS LABORATORY TESTING SERVICES

†Common ASTM, AASHTO and DOT test methods.
• Those beginning with A, B, C, D, E, F, or G are ASTM methods. • Those beginning with T are AASHTO methods.

Page 2 of 7 ends

Revised 4/2024

SOIL TESTS (continued)

SOIL BEARING PRESSURE TESTS
Test Standard Test Method† Fee
California Bearing Ratio, Single Point (proctor not included) D1883, T193 $ 440 each California Bearing Ratio, 3 Points (proctor not included) D1883, T193 $ 820 each Resistance R-Value D2844 $ 410 each
Resistance R-Value of Treated Material D2844 $ 475 each Rock Correction for R-Value D2844 $ 105 each
Stabilized Soil UC Strength, 1 Point (proctor not included) D1633, D5102 $ 220 each Stabilized Soil UC Strength, Set of 3 D1633, D5102 $ 1,195 each CT373, 1 Lime Content, w/o Opt. Moist. CT373 $ 210 each CT373, 1 Lime Content CT373 $ 460 each
CT373, 3 Lime Contents CT373 $ 1,385 each
Eades and Grim Test (Opt. Lime Content) C977 $ 245 each Resilient Modulus T307 $ 600 each
CTB Strength, Individual Specimen $ 230 each
CTB Strength, Set of 3, Without Design $ 525 each
CTB Complete Mix Design $ Inquire each

SOIL STRENGTH AND PERMEABILITY TESTS
Test Standard Test Method† Fee
Pocket Penetration Value $ 37 each
Unconfined Compressive Strength D2166, T208 $ 180 each
Direct Shear, 1 Point D3080, T236 $ 190 each
Direct Shear, 3 Points D3080, T236 $ 495 each
Direct Shear, Residual Strength, Each Point D3080-Modified $ 315 each Consolidation without Time Rate Plots D2435-Modified $ 430 each Consolidation with 2 Time Rate Plots D2435-A, T216-A $ 565 each Consolidation, All Loads with Time Rates D2435-B, T216-B $ 800 each Collapse Potential D5333 $ 315 each
One Dimensional Swell – Wetting After Loading, Series D4546-A $ 380 each One Dimensional Swell – Wetting After Loading D4546-B $ 220 each One Dimensional Swell – Loading After Wetting D4546-C $ 600 each Expansion Index D4829 $ 245 each
Denver Swell Test $ 220 each
Permeability, Rigid Wall D2434 $ 565 each
Permeability, Flexible Wall D5084-C $ 495 each
Triaxial Compression, CU, 1 Point D4767, T297 $ 630 each Triaxial Compression, CU, 3 Points D4767, T297 $ 1,560 each Triaxial Compression, UU, 1 Point D2850, T296 $ 265 each Triaxial Compression, UU, 3 Points D2850, T296 $ 800 each Triaxial Compression, UU Saturated, 1 Point D2850-Modified $ 380 each Triaxial Test, TEX117E, Part I TEX117E $ 2,250 each
Triaxial Test, TEX117E, Part II TEX117E $ 2,250 each
Vane Shear – Motorized D4648 $ 100 each
ITEM 8

2024 KLEINFELDER FEE SCHEDULE FOR
GEOTECHNICAL and MATERIALS LABORATORY TESTING SERVICES

†Common ASTM, AASHTO and DOT test methods.
• Those beginning with A, B, C, D, E, F, or G are ASTM methods. • Those beginning with T are AASHTO methods.

Page 3 of 7 ends

Revised 4/2024

ROCK TESTS

Test Standard Test Method† Fee
Rock Sample Preparation D4543 $ 150 each
Rock Mohs Hardness IRSM $ 100 each
Rock Point Load Index, per Point* D5731 $ 68 each
Rock Slake Durability D4644 $ 250 each
Rock Splitting Tensile/Brazilian, per Point* D3967 $ 125 each Rock Direct Tensile D2936 $ 250 each
Rock Unconfined Compression D7012-C $ 315 each
Above testing fees include routine sample preparation (end grinding) and sample photographs. *Point load and splitting tensile test fees are per break, not per set of ten.

AGGREGATE TESTS

Test Standard Test Method† Fee
ASR Reactivity, Long Method C227, C1293 $ 2,135 each
ASR Reactivity, Short Method C1260, C1567 $ 1,195 each
Cleanness Value CT227 $ 210 each
Clay Lumps and Friable Particles, per size *(see note below) C142, T112 $ 130 each Coarse Specific Gravity & Absorption C127, T85 $ 125 each Fine Specific Gravity & Absorption C128, T84 $ 185 each Coarse Durability D3744, T210 $ 190 each
Fine Durability D3744, T210 $ 190 each
Flat and Elongated Particles, per size *(see note below) D4791 $ 120 each Fractured Faces, per size *(see note below) D5821, T335 $ 130 each Lightweight Pieces (Per specific gravity of heavy liquid) C123, T113 $ 370 each Los Angeles Abrasion, Large Aggregate C535 $ 250 each
Los Angeles Abrasion, Small Aggregate C131, T96 $ 250 each Mortar Sand Strength C87, CT515 $ 820 each
Organic Impurities C40, T21 $ 125 each
Sand Equivalent D2419, T176 $ 190 each
Sieve Analysis, % Finer than No. 200 Sieve C117, T11 $ 115 each Sieve Analysis, Fine C136, T27 $ 165 each
Sieve Analysis, Coarse C136, T27 $ 165 each
Sieve Analysis, Coarse and Fine C136, T27 $ 210 each
Soundness of Aggregate, per size *(see note below) C88, T104 $ 190 each Unit Weight C29, T19 $ 84 each
Water Content D2216, C566, T255 $ 32 each
Texas Wet Ball Mill TEX116E $ 380 each
Decantation Wash TEX406A $ 115 each
Uncompacted Void Content of Fine Aggregate C1252, T304 $ 180 each *Tests are billed by each size fraction tested. The quantity of fractions tested is dependent on the sample gradation and test method.

ITEM 8

2024 KLEINFELDER FEE SCHEDULE FOR
GEOTECHNICAL and MATERIALS LABORATORY TESTING SERVICES

†Common ASTM, AASHTO and DOT test methods.
• Those beginning with A, B, C, D, E, F, or G are ASTM methods. • Those beginning with T are AASHTO methods.

Page 4 of 7 ends

Revised 4/2024

FILTER MEDIA TESTS

Test Standard Test Method† Fee
Filter Media, Sieve Analysis (includes d10, d60, es, cu) AWWA B100 $ 230 each Filter Media, Mohs Hardness AWWA B100 $ 230 each
Acid Solubility AWWA B100 $ 230 each

CONCRETE TESTS

Test Standard Test Method† Fee
Concrete Compression C39 $ 42 each
Concrete Core Compression C42 $ 105 each
Concrete Flexural Strength C78 $ 130 each
Hydraulic Cement Mortar Compression C109 (field cast) $ 42 each Concrete Drying Shrinkage, set of 3* C157 $ 640 Each
Concrete Core Thickness C174 $ 58 each
Concrete Laboratory Trial Batch** C192 $ 1,750 each
Concrete Time of Set by Penetration Resistance C403, C191 $ 2,400 each Concrete Modulus of Elasticity C469 $ 600 each
Concrete Splitting Tensile Strength C496 $ 175 each
Concrete Absorption C497, C642 $ 200 each
Concrete Cylinder Unit Weight C567 $ 200 each
Non-Shrink Grout Compression C1107, C579 $ 42 each
Shotcrete Compression C1140, C1604 $ 89 each
Shotcrete Core Grading ACI 506.3 $ 150 each
Concrete Paving Slab Modulus of Rupture C1782 $ 945 each Concrete Direct Tensile D2936, CRD C164 $ 525 each
CLSM Compression D4832 $ 58 each
*For sets greater than 3, add $100 per prism
**Includes up to 9 cylinders or 9 flex beams, additional cylinders, beams, or shrinkage prisms charged at individual unit rates

ROLLER COMPACTED CONCRETE TESTS

Test Standard Test Method† Fee
RCC Compression C1435/C39 $ 68 each
RCC Air Content C1849 $ 125 each
RCC Unit Weight C1849 $ 125 each
RCC Consistency and Density (VeBe) C1170 $ 1,680 each
RCC Accelerated Cure C1768 - modified $ 790 each
RCC Trial Batch ACI 211.1 $ inquire each

ITEM 8

2024 KLEINFELDER FEE SCHEDULE FOR
GEOTECHNICAL and MATERIALS LABORATORY TESTING SERVICES

†Common ASTM, AASHTO and DOT test methods.
• Those beginning with A, B, C, D, E, F, or G are ASTM methods. • Those beginning with T are AASHTO methods.

Page 5 of 7 ends

Revised 4/2024

MASONRY TESTS

Test Standard Test Method† Fee
Masonry Grout Compression C1019, C942 $ 42 each
Masonry Mortar Compression C270, C780 $ 42 each
Masonry Core Compression and Shear CA DSA $ 210 each
Masonry Prism Compression C1314 $ 160 each
CMU Absorption and Received Moisture C140 $ 125 each
CMU Compression C140 $ 130 each
CMU Dimension Verification C140 $ 60 each
CMU Lineal Shrinkage C426 $ 350 each

ASPHALT TESTS

MIX PROPERTY TESTS
Test Standard Test Method† Fee
Air Voids Determination (calculation only) D3203, AI-MS-2 $ 68 each VMA Determination (calculation only) AI-MS-2, CT-LP-2 $ 68 each VFA Determination (calculation only) AI-MS-2, CT-LP-2 $ 68 each Volumetric Properties (calculation only) AI-MS-2, CT-LP-2 $ 68 each AC Moisture Content T329 $ 85 each
Gradation of Extracted Aggregate D5444 $ 160 each
AC Content by Extraction D2172 $ 375 each
AC Content by Ignition Oven D6307, T308 $ 200 each
AC Ignition Oven Calibration (determination of mix correction) D6307 $ 440 each Hveem Stability D1560 $ 440 each
Hveem Stability without Compaction D1560 $ 230 each
Marshall Stability and Flow (does not include compaction) D6927 $ 220 each

DESIGN AND DENSITY TESTS
Test Standard Test Method† Fee
AC Core Thickness D3549 $ 45 each
AC Core Unit Weight & Thickness D1188, D2726, D3549 $ 68 each Unit Weight, Gyratory Method D6925, T312 $ 400 each
Unit Weight, Hveem Method D1561 $ 390 each
Unit Weight, Marshall Method D6926 $ 285 each
Maximum Theoretical Specific Gravity D2041 $ 210 each
Moisture Induced Damage T283 $ 1,695 each
Hamburg Wheel Track, Set of 2 T324 $ 1,270 each
Index of Retained Strength D1075 $ 1,445 each
Indirect Tensile Strength (does not include compaction) D6931 $ 1,050 set/3 Indirect Tensile Strength of Cored Specimen D6931 $ 440 each Caltrans Tensile Strength Ratio CT371 $ 2,310 each
Caltrans Optimum Bitumen Content OGFC CT368 $ 2,135 each Film Stripping CT302 $ 190 each
Mix Design, Hveem Method CT367 $ Inquire each
ITEM 8

2024 KLEINFELDER FEE SCHEDULE FOR
GEOTECHNICAL and MATERIALS LABORATORY TESTING SERVICES

†Common ASTM, AASHTO and DOT test methods.
• Those beginning with A, B, C, D, E, F, or G are ASTM methods. • Those beginning with T are AASHTO methods.

Page 6 of 7 ends

Revised 4/2024

Mix Design, Marshall Method AI-MS-2 $ Inquire each
Mix Design, Superpave Method AI-MS-2 $ Inquire each

EMULSION TESTS

EMULSION TESTS
Test Standard Test Method† Fee
Emulsion Settlement D6930, T59 $ 295 each
Emulsion Sieve Test D6933, T59 $ 130 each
Emulsion Storage Stability D6930, T59 $ 230 each
Emulsion Torsional Recovery CT332 $ 200 each
Particle Charge D7402, T59 $ 130 each
Residue by Evaporation D6934, T59 $ 145 each
Saybolt Viscosity D7946, T59 $ 200 each
Slurry Seal Wet Track Abrasion D3910, ISSA TB100 $ 440 each

METAL TESTS

BOLT TESTS
Test Standard Test Method† Fee
Bolt Assembly Suite (Bolt, Nut, Washer) * F606 $ 300 each Bolt Hardness E18 $ 40 each
Bolt Proof Load F606 $ 60 each
Bolt Wedge Tensile F606 $ 65 each
Nut Hardness E18 $ 40 each
Nut Proof Load F606 $ 60 each
Washer Hardness E18 $ 40 each
*An 'assembly' is one bolt, one nut and one washer. The suite consists of a bolt wedge tensile test, bolt and nut proof load tests, and hardness tests on all three pieces.

REINFORCING BAR TESTS
Test Standard Test Method† Fee
Bend A370, E290 $ 60 each
Rebar Tensile, up to No. 11 A370, E8 $ 120 each
Rebar Tensile, No. 14 and No. 18 A370, E8 $ 300 each
Rebar Coupler Slip A370, A1034, CT670 $ 225 each
Rebar Coupler Tensile, up to No. 11 A370, A1034, CT670 $ 150 each Rebar Coupler Tensile, No. 14 and No. 18 A370, A1034, CT670 $ 350 each Headed Rebar Tensile, up to No. 11 A370, A970 $ 150 each Headed Rebar Tensile, No. 14 and No. 18 A370, A970 $ 350 each Modulus of Elasticity* A370 $ 300 Each
Epoxy Coating Thickness A775, A934 $ 130 each
Epoxy Coating Continuity – Holiday Test A775, A934 $ 130 each Epoxy Flexibility - Bending A775, A934 $ 130 each
*Machined specimens only, in addition to the tensile fee.

ITEM 8

2024 KLEINFELDER FEE SCHEDULE FOR
GEOTECHNICAL and MATERIALS LABORATORY TESTING SERVICES

†Common ASTM, AASHTO and DOT test methods.
• Those beginning with A, B, C, D, E, F, or G are ASTM methods. • Those beginning with T are AASHTO methods.

Page 7 of 7 ends

Revised 4/2024

METAL TESTS
Test Standard Test Method† Fee
PT Strand Tensile A370, A1061 $ 255 each
Anchor Bolt Tensile, up to 1.5” dia. F1554 $ 190 each
Anchor Bolt Tensile, greater than 1.5” dia. F1554 $ 350 each Reduced Section Tensile* A370 $ 250 each
Rockwell Hardness E18 $ 40 each
Macroetch E381 $ 500 each
Charpy Impact, Set of 3 ** A370, A673 $ 1,000 each
Galvanization Thickness B499, E376 $ 35 each
Fireproofing Density E605 $ 115 each
*Machining test specimens is not included. Additional fees for stress-strain diagram. **Machining test specimens is not included. Additional fees will be assessed for testing at temperatures other than 40°F.

MISCELLANEOUS TESTS

MISCELLANEOUS TESTS
Test Standard Test Method† Fee
Tensile and Elastic Modulus Polymer Composite Materials D3039 $ 805 set/5

SAMPLE PREPARATION

SAMPLE PREPARATION
Test Standard Test Method† Fee
Sample Cutting and Trimming $ 42 each
Sample Preparation $ 75 each
Sample Remolding $ 100 each
Contamination Fee $ varies each
Sample Disposal Fee $ 10 each

ITEM 8

KLEINFELDER FEE SCHEDULE FOR

GEOTECHNICAL / MATERIALS TESTING EQUIPMENT
†Examples of common test methods. Other methods may exist.

Page 1 of 1 ends

Revised 5/2025

EQUIPMENT CHARGES

MATERIALS TESTING EQUIPMENT
Equipment Invoice Name Test Method† Price
Anchor Bolt Testing Device ANCHOR BOLT TST/DAY $150.00 / day Brinell Hardness Tester BRINELL HARDNESS/DAY E10 $20.00 /day Concrete Rebound (Schmidt) Hammer SCHMIDT HAMMER/DAY C805 $55.00 / day Concrete Vapor Emission Test Kit MOIST FLOOR/SLAB TST F1869 $30.00 / kit Coring Machine CORING MACHINE /DAY $85.00 /day
Coring Machine with Generator CORING MCH W/GEN DAY $165.00 / day Diamond Bit Core Barrel Charge
3" Diameter CORING, 3” DIAM./IN $3.30 / inch
4" Diameter CORING, 4” DIAM./IN $4.40 / inch
6" Diameter CORING, 6” DIAM./IN $6.60 / inch
Digital Thickness Gauge THICKNESS GAUGE /DAY $50.00 /day FerroScan Equipment FERROSCAN EQUIPMENT $275.00 /day
Floor Flatness Testing Device (Per Sq Ft) FLOOR FLATNESS /SF E1155 $0.10 /sq ft Floor Flatness Testing Device (Per Test) FLOOR FLATNESS TST E1155 $150.00 / day Hand Auger and Soil Sampler HAND AUGER/DAY $75.00 /day
Magnetic Particle Testing Device MAGNETIC PARTICLE ASNT, AWS B1.1 $45.00 /day Skidmore Bolt Tension Calibrator SKID WILH BOLT/DAY A325, A490 $55.00 / day Torque Wrench, up to 1,000 foot-pounds TORQUE WRENCH/DAY A325, A490 $50.00 / day Ultrasonic Testing Device UT TESTING EQUIP/DAY ASNT, AWS B1.1 $75.00 /day

VEHICLES
Description Invoice Name Price
Mileage (Per Mile) MILEAGE $0.70 / mile

OFFICE EQUIPMENT
Description Invoice Name Price
Reproduction (Per Page) REPRODUCTION/PAGE $0.65 / page
Report Surcharge (Per Copy) REPORT (PER COPY) $44.00 / each Bond Cost for CADD (Per Square Foot) CADD – BOND $0.60 / sq ft CADD Workstation (Per Hour) CADD WORKSTATION /HR $15.75 / hour ITEM 8

STATEMENT OF QUALIFICATIONS FOR ON-CALT CONSUTIANT SERVICES Subconsultonts
Tosks Commonly Provided bv our Selected Su bco nlroctors/Vendors Anticipoted Subcontroctors/Vendors
Troffic Control
Drilling and sampling for subsurface investigations - Kleinfelder uses a variety of drillers witr tsaditional methods of hollow stem augec and direct push techniques which are often equipped Mth advanced in-situ high resolution site characterization tools including cone penetrometer test, light induced fluorescence, and membrane interface probes.

Analytical Laboratory Testing -Analysis ofsoil, soil vapor and goundwater samples as wellas asbestos and lead containing building materials.

Geophysics and Utility Clearance - Subsurface utility mapping and geophysical surveys; Kleinfelder uses private utility location to protecl clients' infrasfucture and ensure safe operations.

Non-Destructive Testing -A testing and analpis technique used to evaluate tre properties of a material, component, strucfure or system for characteristjc differences or welding defects and discontinuities witrout causing damage to the original part.

Traftc Conrol - Planning and encroachment permit acquisition and maintenance and removal of all the traffic control equipment to facilitate wort in streeb and ensure uorker safety.

Waste Disposal - Waste characterization, profiling, transprting, and disposing of hazardous and non-hazardous wastes.

Associated Traffic Safety has expenence in creating precise lraffic control plans, facilitating permit acquisition, and implementing topquality traffic control measures. Past projects have been on the High-Speed Rail, City Strees framc Control in various Cities, and Highway traffic control on the l-5. Their services include irafiic control plans, pilot car services, flagging services, single and multiple lane closures, traffic plans permitting assistance, and mad closures and detours.

Avila Traffic Safety (DBE) has expenence in directing vehicular and pedestrian traffic around construction zones, special events, and other road disruptions. Their services include trafflc control plans, pilot car services, flagging services, single and multple lane closures, traffic plans permrtting assistance, and road closures and detours.

Loborolorv Services
AP Engineering and Testing (DBE) otrers a complete line of geote{hnical testing services. They have completed numerous geotechnical engineering and testing projects for ports, grade separation, highway widening, buildings, retaining structures, soundwalls, bridges, street improvement and rehabilitation, levees and damns, and lindlills.

Salem Engineering Group, lnc. has a vast range of experience with varying types of equipment, technologies, and field methods for projects in areas of high seismic activity, site access diffcufties, environmental requirements, and urban or agricultural complexity.

Sunland Analytical Lab, lnc. offers consulting and analytical services associated with soil, plants and water to the agricultural, landscape, natural habitat restoralion, environmental, and geo-engineering industries.

Utility Locotin o
GPRS ofiers experience in private utility locating, facility mapping, utility as-built creation, soil boring clearance, directional drilling clearance, environmental due diligence, one call locating iervices, and usr location.

KLEINFELDER :1 _

CITY OF CERES
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Attachment 2
ITEM 8
STATEMENT OI QUAI.ITICATIONS FOR ON.CATT CONSUI.TANT SERVICES Drillino Services
Salem Engineering Group, lnc. has extensive experience in geotechnical drilling and soil sampling, piezometer jnstallation, monitoring well installation/abandonmenl, environmental soil and groundwater sampling, geotechnical soil borings and remediation piping installation, groundwater sampling, and various other drilling techniques.

Taber Drilling has extensive experience in subsurface exploration for soils and foundation investigations, geotechnical investigatons, CPT testing, instrumentation installation, monitor well installation/decommissioning, environmental sampling, soillogging activities and hammerenergy analysis for Standard Penetration Test safety and automatic dnve hammers. Drill techniques include diamond bit mring forexploration and sampling in rock and consolidated matenals, both vertically and at angles, portable barge and drill for 'over-wate/ work and various air and auger tools.

Gregg Drilling (DBE) ofiers a wide nange of services for environmental, geotechnical and manne site investigation and remediation. Their experience is in providing drilling, cone penetration testing, sampling, remediation and well installation.

Hammerhead Drilling (DBE) is a fully operational environmental and geotechnical drilling company specializing in the advancement and sampling of vertical borings, along r rith well/instrument placement and decommissioning. These services include the installation and abandonment of various types of wells including monitoring, MPBX, DiE, SVE, AS, extraction/injection, inclinometer, piezometer, along with SPT sampling services ano sJLr turbine borehole advancement.

Woste Disposol
Dillard Environmental Sewices (DBE) specializes in biologicalwaste removal, hazardous waste removal, debris removaland site restoration. Their experience includes collection, removal, transportation and disposal of all waste items. Their experience includes collection, removal, transportation and disposal of all waste items. -'''-----
( xtetNretoer' 12
crrY or cEREs \-- ,."" *.^
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ITEM 8
STATEMENT OF QUATIFICATIONS FOR ON-CALt CONSULTANI SERVICES Current Stotf ond Job Clossificotions
Kleinfelde/s proposed team for this contract consists of the following engineem, materials testers, and inspectors. Key personnel are highlighted in bold text,
Stephen Plauson, PE, GE
Exequiel Sinco, PE, GE
Nathan Stid, PE
Johan Jacobsen, PE
Shelby Fuller
Lance Yorng
Jesus Reyes, EIT
Jamd Osumanu
Adam WohleE
AcbnWipfli
Brandin Plauson
ibn Lee Vdles
Jason Roberts
Jef Habli
Jimmy Zepeda
John S$es
Lauren Anstne
lhey Lee
Matt Zmring
Principal.in4harge
Proied ilanager, Geobchnicd Engineering
Propc{ Manager. Geotechnical Engineering
Pmgram ilarag€r, lebrials Testing
Project Manager, Materials Testing
Pl]oled ilan{er, llab'iab Testing
Geotechnical Engineering Support
Geotechnild Engineedng Support
Laboratory SupeNisor
lr#rids Te*r / lrspech
Matenals Tester / lnspector
tulderiab Testr / lrEpeclor
Materials Tester / Inspector
lratsriab Tesbr / Inspector
Materials Tester / lnspector
LaboraOry Supervtsor
Matenals Tester/l nspector
l-dordory Sqervbor
Materials Tester/l nspector
Senior Principal Profesional
ftirxipd Profrsiond
Project lr/anager
Program tlauger
Propct Manager
Proje, l\ilanager
Shff Pmfessional ll
Stafi Prctussbnd I
LaboEtory SupeMsor
Tecfnioian lll
Special lnspector I
Consffuction lnspecbr I I I
Technician lll
Senkr Technician
Operations Supervisor
Labormry Supervisor
Special lnspector lll
Ldombry Supavisor
Special lnspector lll
Staff Name Role Job Classification
I<LEINFELDER 13
r____________'l
ITEM 8
STAIEMENT OF QUATIFICATIONS fOR ON-CATI. CONSUTTANT SERVICES lnlroduction
Founded in 1961 in Stockton, Califomia, Kleinfelder is a professional services firm providing geotechnical and environmenlal engineering, materials and mnstruction testing services, and management solutions. Wtr nearly 65 years of experience in Northem Califomia, Kleinfelder's commitment to providing innovative, common-sense approaches to the most mmplex challenges has solidified our reputation as a trusted partner and true leader in the industry. Kleinfelder's breadth of expertise and range of services ensures our ability to serve the most demanding of pro.iects with the utmost integrity and attention to service while bringing value across multiple aspects and phases of diverse challenges.

Headquartered in Califomia, with over 74 ofrices and laboratories located thnoughout the United States, Kleinfelder is ranked as one of th-e top engineering firms by Engineering News Remrd. Kleinfelde/s Great Valley Area regional office locations include Fresno, Stockton, and Rancho Cordova, with approximately 78 staff in the region and three labo[tories. Our offce in Stockton is minutes ftom City headquarters- Our regional approach to project management provides flexibility to effectively manage mulli- site projects and to meet large-scale project requirements. We pay pesonal attention lo our clients' unique needs on each project.

Firm Quolificotions
Public Works Experience
Kleinfelder has a wealth of expenence with
public works agencies and a long, successful
track record of providing services on public
works-related projects. For over six decades,
more than half of all pro.iects completed by
Kleinfelder have been in and/or for the public
sector. Approximately 80% of our cunent
projects in Califomia are public works-related,
either being performed directly for public
agencies or through design/civil engineering
lirms for the public sector. As a result,
Kleinfelder undectands the requirements for
timeliness and effciency when working on public sector projects. Afier nearly 65 years in the business, we have worked with many federal, stale, and local agencies, and are knowledgeable of applicable codes, regulations, and ordinances associated with public works design, construction, and the environmental challenges that can compli&te these poiects.

Budget Control
Strict compliance to budget, schedule, and regulatory issues (while maintaining quality) requires tre effective managemenl of resources, manpower, equipment, materials, and capital. Kleinfelder has an established practice of providing string;nt project contro,ls thal track budgets for each discipline. We actively track expenditure rate vs. budget over time, illowing toi eirly identification of trends that may impact budget - providing the opportunity to ad.iust scope or sctiedule to reduce negative impacts early in the project.

Kleinfelder will keep the City's projecb on schedule and on budget. We provide this quality of service by using Deltek Vision@, for which we can effectively and efficiently meet the City's schedule for adding proposals, poject taski, balaincing resources, and controlling costs on each proiect or task assignment. The Deltek Vision@ platform can communicate pmject bum rates and eamed value analysis and estimates to complete can be provided to the City at agreed-upon intervals such as at r,veekly/monthly team meetings or along with monthly invoices. Our goal in both the invoice format and poject reporting is to be as trinspareni and informative as possible.

Because Kleinfeldeds offices and resources are local, our services will be provided to the City promptly, providing cost savings to the City through this effciency. We offer the City approximately 78 staff in the region, working trom trree otfiies and three regional laboratories.
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ITEM 8
Geoiechnicol Engineering Services
Kleinfelder has provided geotechnical and
geologic services for many municipalities,
including the City, for all types of public works
projects, including various capital improvement
projects relating to new construction and
modemization of various structures as well as
street impovements, bridges, retaining walls,
storm drainage, sewer, water lines, water and
waslewater treatrnent, water storage, parks,
pedestrian paths, and related prolects. Our
local professional engineers undeBtand the
geologic/geotechnical and regulatory
constraints that the region presenb. Our
engineec are familiar and experienced with the
key elements of geotechnical engineering
services and agency guidelines such as local
standards, Caltrans, and the Califomia Building
Code (CBC). We have an in-house lesting and qualification progmm to assure that qualified personnel are assigned to eaci project.

Kleinfelde/s geotechnical engineering services combine technical expertise with quality assurance, skilled proiect management, and responsive, personal service. From mitigation of the most complex sites io devising cost-saving solutions, Kleinfelder specialists know how to get things done right - reliably, quickly, and cost effectively. Kleinfelder providei hands{n attention to everyday detail, employing recognized technical leaders and in{epth knowiedge of local conditions while providing recommendations for the following:
/ Deep foundations (cast- r'
in-drilled-hole piles,
concrete and steel oiDe /
and H-oiles. and ' ' /micropiles) r'r' Landslide reoai // Soil and mck anchors // Bored tunnels // Crib walls / Cut and cover tunnels r'/ Freestarding retaining /strucfures r' Lightweight fill /construction /
Natural sloDe stabilitv /
Fill and cutslooes /Embankments' /
Reinforced fill sboes /
Site characterization
Rammed aggregate r'prbs {
Seismb analvsis
Ground impr6vernent /
lntemallv braced /
shorino '
Pipelinis
Restrained structures
Sheet oilino
Soil na'ilind
Tieback fialls
Top{own construction
Temporary and
oermanent dewaterino
Rock bols
Naturally occuning
asbestos
]ire derived aggregate
Excavatnns
/ Platepile shallow slope
reparrs
r' Shallow foundations
r' Caftrans structures
ARS curves
/ Undeminnino
/ Pavement oierlavs/ Pavement desiori
r' Pavemenlrchatilitation
/ Mechanicallystabilized
earth
(1),*..,o., ,,
STATEMENT OF QUALIFICATIONS TOR ON-CAtL CONSUTTANT SERVICES F\
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CITY OF CERES
ITEM 8

STATEMENI OT QUATIFICATIONS IOR ON-CALT CONSULTANT SERVICES ac.sf rJc.;o- 3ore',,:ri:r & !i,:'ie.l,rts iestia!
Conslruction materials testing and inspection services will be auallable 24 hours a day, 7 days a week, on a periodic or full- time basis as directed by the City. All testing and inspection will be performed by personnel that are properly trained, certified, and experienced. All testing and inspection will comply with the requirements of the City, Caltrans, and the Califomia Building Code (CBC). Our Fresno and Stockton offces have a large pool of highly qualifed and expenenced materials testers and special inspectors, certified by tire lntemational Code Council (lCC), tre American Welding Society (AWS), the American Society of Non- Destructive Testing (ASNDT), the American Concrete lnstitute (ACl), Califomia Department of Transportation (Caltrans), and other certifying agencies; and of whom meel the minimum requirements of the CBC. This ensures that we will respond to City's requests in a timely and efficient manner by highly qualified staff.

I
Adam WohleE, our Laboratory Supervisor in collaboration with Stephen Plauson, Senior principal Engineer, will be responsible/in charge ofour laboratory and reviews our procedures and test results. Kleinfelder,s laboratories arJ fully equipped for testing soil, aggregate, and construction materials. Our inhouse laboratories are accredited by the City of san Diego, American Assocaation of State Highway and Transportation Officials (AASHTO), AASHTO Materials Reference Laborat6ry (AMRL)/Cement and Concrete Reference Laboratory (CCRL), Caltrans, and various other certifying agencies. Our laboratory provides test results that are timely, accurate, reliable, and defendable. / Placement of Reinforcing Steel
/ High Stengfr and Expansion
Eolting
r' Asphaft and Concrete Paving
/ Drilled Pier Constnrction
/ Rock Anchor Placement
/ Special lnspection, ICC
/ Seurer and Storm Drain Video
lnspeclions
/ Site Grading
r' Mix Design Review
/ Drainage SFtems
r' Subgrade Preparation
/ Batch Plant lnspection
/ Compaction Testing
/ FoundationExcavations
/ Concrete Placemenl
r' Filland Backfill Placement
/ Steel Construction
/ Masonry Construction
r' Soil lmpovement
G,*..rr., ,u
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CONSTRUCTION OBSERVAT NG& ALSATER TEST SER CES

Y OF CTRES
ITEM 8
STAIEMENT OT QUATITICATIONS TOR ON-CALt CONSULTANT SERVICES Firm Orqonizolion Chort
The following organizational chart identifies our Senior Principal Engineer, Mr. Stephen Plauson, PE, GE, who will manage this contract and our key staff and theh respective roles. Mr. Plauson will be supported by our team of highly qualified and trained professionals, all of whom have extensive experience throughout Califomia and are familiar with the demands of on-call mntracts. We have the capacity and expertise to complete the scope of services required by the City.

SteptEfl Plauson, PE, GE

GEOTECHNICAL ENGINEERING
Prorcct if.n eGr
Exequiel Slnco, PE, cE
llathan Strld. PE
St ff EnglncGr
lesus Re)€s. EIT
lamal Osumanu
Program l{.n!gcr
Johan lacobsen
Prorcd ]rllnagcr
Opcradlons Supcwtsor
Shelby Fuller
Lborafiory Supcrvbor
Adam Wohletr
lotm Syles
iGrlev t-ee
TGdtnkbnt/
Con*uctlorr Inrp.cbr3
Austen Wpfli
Brandln Plauson
Don tee Valles
Jason Roh
letr HaHi
Jlmmy Zepada
Matt Zmring
ilabrbbOpsetons
Sup€rvEor
Lance Young
"-,-.-
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fIIY OF CERES
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Principal-ir}charge
CONSTRIrcTION OBSERVATION ANDMATERIALSTESTING
ITEM 8

COUNCIL AGENDA REPORT

CITY COUNCIL
Javier Lopez, Mayor
James Casey, Dist.1
Rosalinda L. Vierra, Dist. 2
Cerina Otero, Dist. 3
Daniel A. Martinez, Dist. 4
MEETING DATE: July 14, 2025
TO: Mayor and City Council
FROM: Douglas D. Dunford, City Manager
CONTACT: Michael R. Beltran II, P.E., Director of Engineering/City Engineer [email protected], (209) 538-5775
SUBJECT: Resolution No. 2025-XXX, Approving Master Service Agreements for General Civil Engineering and Surveying Services, and Authorizing the City Manager to Execute the Agreements
RECOMMENDED COUNCIL ACTION:

Staff recommend the Council adopt a resolution approving Master Service Agreement with GDR Engineering Inc., San bell Bay Area , Westwood Professional Services, and Consor North America, to provide Civil Engineering and Surveying services.

I. BACKGROUND:

The City’s Engineering Department requires specialized Civil Engineering and Surveying services to effectively support the Capital Improvement Program (CIP). These services provide essential consulting expertise that the department currently cannot fulfill internally due to limited personnel and specialized technical requirements.

To address this need, the City supplements its internal resources by engaging qualified external consultants to serve as General Civil Engineering and Surveying professionals.

These consultants bring critical expertise and capacity necessary to advance a b road range of infrastructure projects throughout the year.

Pursuant to California Government Code Sections 4526 through 4529, the City must procure professional services using a Qualifications -Based Selection (QBS) process, which emphasizes demonstrated competence and professional qualifications over cost alone.

Historically, the City has utilized on -call agreements to access these services on an as - needed basis. Staff now recommend formalizing this approach by entering into agreements with four (4) qualified consulting firms to ensure continued availability of these critical services and support the timely delivery of CIP projects.

ITEM 9
II. REASONS FOR RECOMMENDATION:

1. Supports the City’s Capital Improvement Program:

General civil engineering and surveying services are essential to design, plan, and implement a wide variety of infrastructure projects, including roads, utilities, drainage, and public facilities. These services ensure projects meet technical standards and progress efficiently.

2. Augments City Staff Capacity:

The Engineering Department is currently fully staffed. On-call consultants provide the necessary additional capacity to manage workload fluctuations without the need for permanent staffing increases.

3. Access to Specialized Expertise:

Certain projects require specialized knowledge or technical skills—such as environmental compliance or advanced surveying techniques—that are not routinely available within the City’s existing staff. Engaging qualified consultants ensures access to this expertise.

4. Flexible and Responsive Service Delivery:

On-call contracts allow the City to quickly deploy engineering and surveying resources as project demands evolve throughout the year. This flexibility is critical for meeting deadlines and responding to unforeseen challenges.

5. Cost-Effective Procurement Method:

The on-call contract structure allows for streamlined procurement of professional services on an as-needed basis, minimizing administrative costs and avoiding delays associated with issuing separate contracts for individual projects.

6. Compliance with State Procurement Requirements:

Utilizing the Qualifications-Based Selection (QBS) process for selecting consultants ensures compliance with California Government Code requirements, prioritizing qualifications and expertise for professional services.

7. Enhance Project Delivery and Quality:

By securing reliable and qualified engineering and surveying consultants through formal agreements, the City can maintain high standards of technical quality and ensure consistent progress on capital projects.

III. FISCAL IMPACTS:

The City Council appropriates funds for the Capital Improvement Program through the annual budget process. The costs associated with these General Civil Engineering and Surveying Services will be funded through individual project budgets as needed.

The on-call contract approach provides an efficient means of procuring these specialized services to support timely and effective project delivery.

There is no impact on the City’s General Fund. Additionally, through adoption of the resolution, the City Manager will have the authority to execute project-specific task orders under these Master Service Agreements in amounts up to $250,000 per task order ITEM 9
without further Council action. Task orders exceeding this threshold will be brought before the City Council for separate consideration and approval.

IV. EXISTING POLICY / RELATIONSHIP TO THE STRATEGIC PLAN:

This project is in conformance with Goals one (1) through four (4) of the Strategic Plan:
1) Infrastructure: Ensure that the community has adequate, well -maintained infrastructure that fosters a quality community and supports a strong economy. 2) Livable community: Create a vibrant, safe, attractive, and walkable community that maintains a small -town feel, with parks, trails, shopping, entertainment and other desirable amenities.
3) Economic development: Proactively recruit and attract businesses to Ceres to add to the quality of life and enhance the fiscal base of the community. 4) Planning for the Future: Ensure the City has plans and policies in place to attract and create desirable development, maintain, and improve neighborhoods and annex land to achieve a livable community and support a strong economy.

V. POLICY ALTERNATIVES:

1. Council can choose to reject the contracts and direct staff to use a different process to hire consultants.

VI. INTERDEPARTMENTAL COORDINATION:

This project has been coordinated with the Public Works Department.

VII. PUBLIC PARTICIPATION:

There was no outreach.

VIII. ENVIRONMENTAL REVIEW:

N/A.

IX. STEPS FOLLOWING APPROVAL:

The City manager will execute the Master Services Agreements.

Approved by: ____________________
Douglas D. Dunford,
City Manager

Attachments:

1. Attachment A - Resolution

2. Attachment B - Consor Agreement

3. Attachment C - Sanbell Agreement

4. Attachment D - GDR Agreement

5. Attachment E - Westwood Agreement
ITEM 9
ITEM 9

ATTACHMENT A
RESOLUTION NO. 2025-XXX

APPROVING MASTER SERVICE AGREEMENTS FOR GENERAL CIVIL ENGINEERING

AND SURVEYING SERVICES, AND AUTHORIZING THE CITY MANAGER TO EXECUTE

THE AGREEMENTS

THE CITY COUNCIL
City of Ceres

WHEREAS, the City of Ceres requires specialized Civil Engineering and Surveying Services to effectively support the Capital Improvement Program (CIP) projects; and

WHEREAS, consultants bring critical expertise and capacity necessary to advance a broad range of infrastructure projects throughout the year; and

WHEREAS, responses to a Request for Statements of Qualifications were received on May 2, 2025; and

WHEREAS based on the Statements of Qualifications received, GDR Engineering Inc., Sanbell Bay Area, Westwood Professional Services, and Consor North America, will provide General Civil Engineering and Surveying Services; and

WHEREAS, the City Engineer will negotiate with the consultants the scope of services of individual projects and issue task orders to the Master Services Agreement; and

WHEREAS, the City Council appropriates funds for the Capital Improvement Program through the annual budget process; and

WHEREAS, the City Manager will have the authority to execute project -specific task orders under these Master Service Agreements in amounts up to $250,000 per task order without further Council action.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve Master Service Agreements for General Civil Engineering and Surveying Services and authorizing the City Manager to execute the agreements.

PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 14th day of July 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

_________________________________
Javier Lopez, Mayor
ATTEST:

________________________________
Fallon Martin, City Clerk
ITEM 9
ITEM 9

-1-

MASTER AGREEMENT FOR

PROFESSIONAL CONSULTANT SERVICES FOR

CAPITAL PROJECTS

THIS AGREEMENT is made this _____ day of ____________, 2025, by and between the CITY OF CERES, a municipal corporation, hereinafter referred to as "CITY", and CONSOR NORTH AMERICA INC., a professional consulting firm, hereinafter referred to as "CONSULTANT".

RECITALS:

A. CITY has completed a Request for Qualifications (RFQ) process to select qualified professional consulting firms to perform services for the CITY on an as needed basis for various engineering specialties.

B. CONSULTANT was one of the professional consulting firms selected by the CITY.

1. TERM
The term of this Master Agreement shall commence upon its execution by the parties and shall expire on June 30, 2027. If the Master Agreement is not extended, the terms and conditions of the Master Agreement will stay in effect until the satisfactory completion of the services as agreed to in the specific Project Agreements as further delineated herein.

2. AWARD OF PROJECTS
During the term of this Master Agreement, and any extension thereof, the CITY will from time-to-time submit a preliminary scope of services for selected projects to each of the consulting firms selected to contract with the CITY. CONSULTANT will, as requested by the City Engineer, submit a scope of services, schedule and price for the project. The City Engineer will make the final determination regarding the award of the project and CONSULTANT will, within five (5) days of the Notice of Award, execute and deliver to the CITY the Project Agreement in the form shown on ATTACHMENT 1.

3. COMPLIANCE WITH LAW
CONSULTANT shall use due professional care to provide that services rendered hereunder shall be provided in accordance with all applicable ordinances, resolutions, statutes, ITEM 9

-2-

rules, and regulations of the CITY and any Federal, State, or local governmental agency having jurisdiction in effect at the time service is rendered.

Should the CITY discover a violation of any of the applicable ordinances, resolutions, statutes, rules or regulations referred to in this paragraph 2, the CITY shall give written notice of such violation to CONSULTANT, and CONSULTANT shall have a reasonable time to cure such violation.

Should a conflict arise between any of the various ordinances, resolutions, statutes, rules and regulations, CONSULTANT shall advise the CITY of such conflict, and the parties shall mutually agree upon a resolution of such conflicts.

For State and Federally funded projects, should a conflict arise between this agreement and the terms set forth in Exhibit 10-R, the terms in Exhibit 10-R shall prevail. For locally funded projects, this agreement shall prevail.

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

5. FAMILIARITY WITH WORK
By executing this Master Agreement, CONSULTANT agrees that with regard to any Project Agreement, the CONSULTANT: (a) will investigate and consider the scope of services to be performed; (b) carefully consider how the services should be performed; and, (c) fully understand the facilities, difficulties, and restrictions attending performance of the services of any project for which a proposal is requested. If services involve work upon any site, CONSULTANT will investigate the site and will be fully acquainted with the conditions that exist prior to commencement of services on the project. Should the CONSULTANT discover any latent or unknown conditions which will materially affect the performance of the services on the project, CONSULTANT will immediately inform the CITY of such fact and shall not ITEM 9

-3-

proceed except at CONSULTANT’S risk until written instructions are received from the Contract Officer.

6. FURTHER RESPONSIBILITIES OF PARTIES
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Master Agreement and any Project Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of said Agreements. Unless hereafter specified, neither party shall be responsible for the service of the other.

7. ADDITIONAL SERVICES
CITY shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the CONSULTANT, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the CONSULTANT. It is expressly understood by CONSULTANT that the provisions of this section shall not apply to services specifically set forth in the Scope of Services for any Project Agreement or reasonably contemplated therein.

CONSULTANT hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services for any Project Agreement may be more costly or time consuming than CONSULTANT anticipates and that CONSULTANT shall not be entitled to additional compensation therefore.

8. TERM OF PROJECT AGREEMENT
Any Project Agreement shall be effective upon execution by both parties and will continue in effect until CITY'S acceptance of and payment for all services authorized by CITY and performed by CONSULTANT, unless terminated earlier in accordance with the provisions of the termination clause in this Master Agreement.

9. COMMENCEMENT OF SERVICES
CONSULTANT shall not undertake any work or incur any costs whatsoever under any Project Agreement except upon the prior receipt of a fully executed Purchase Order from the ITEM 9

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Ceres Department of Finance. Any costs incurred by CONSULTANT prior to receipt of a purchase order shall be at CONSULTANT’S expense.

10. PROJECT COMPENSATION
CONSULTANT agrees to accept the sum stated in the Project Agreement as full remuneration for performing all services and furnishing all staffing and materials for the work in accordance with Scope of Services contained in the Project Agreement. The total compensation paid to CONSULTANT for all projects awarded to CONSULTANT under this Master Agreement shall not exceed one million five-hundred thousand ($1,500,000.00) without further approval of the Ceres City Council.

For each Project Agreement, unless otherwise agreed to by both parties, compensation shall be paid pursuant in the manner at the times set forth below:

CITY shall pay CONSULTANT on a time and materials basis for CONSULTANT’S actual costs for all services called for in the Scope of Services. All work to be performed shall be billed at the lower of the hourly rates provided by the CONSULTANT in their Proposal in response to the City’s RFQ or as set forth in the Project Agreement. CONSULTANT shall submit monthly invoices to CITY which include City Project Number, City Purchase Order Number, detailed tasks, hours worked, and billable rates for all work completed, and detailed receipt for any out-of-pocket costs paid by CONSULTANT in connection with work performed on the project. CONSULTANT shall be paid within thirty (30) days of receipt by the CITY of a properly prepared invoice.

11. TIME OF ESSENCE
Time is of the essence in the performance of any Project Agreement.

12. SCHEDULE OF PERFORMANCE
CONSULTANT shall perform all services within the times set forth in the Project Agreement.

13. FORCE MAJEURE
The time period(s) specified in any Project Agreement for performance of the services rendered shall be extended because of any delays due to unforeseeable causes beyond the reasonable control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine ITEM 9

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restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONSULTANT shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay.

The Contract Officer shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’S sole remedy being extension of the Agreement pursuant to this Section.

14. OBLIGATIONS OF CONSULTANT
Throughout the term of this Master Agreement, CONSULTANT shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business.

CONSULTANT agrees that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide CITY with the services contemplated by this Master Agreement, and any specific Project Agreement.

CONSULTANT further agrees that it will reasonably follow the current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding any project. These reviews shall be performed by senior personnel experienced in the areas necessary to perform the reviews and capable of making appropriate recommendations for modifications, as necessary.

15. PROJECT MANAGER
CONSULTANT will assign a Project Manager, who will be the person primarily responsible for the performance of the services referred to in any Project Agreement. Said person shall not be replaced without the consent of CITY, which consent will not be unreasonably withheld.

16. CONTRACT OFFICER
The City Engineer will assign a Contract Officer for the services performed under any Project Agreement. It shall be the CONSULTANT’S responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the ITEM 9

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CONSULTANT shall refer any decisions, which must be made by CITY to the Contract Officer.

Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the CITY required hereunder to carry out the terms of any Project Agreement.

17. PROHIBITION AGAINST SUBCONTRACTING OR ASSIGNMENT
The experience, knowledge, capability, and reputation of CONSULTANT, its principals, and employees were a substantial inducement for the CITY to enter into this Master Agreement.

Therefore, CONSULTANT shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the CITY. In addition, neither this agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of CITY. Transfers restricted hereunder shall include the transfer to any person or group and/or control of CONSULTANT, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall, at CITY’s option, be void.

No approved transfer shall release the CONSULTANT or any surety of CONSULTANT of any liability hereunder without the express consent of CITY.

18. OWNERSHIP OF DOCUMENTS/TITLE TO DATA
Ownership of Documents
All electronic and hard copies of reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of CITY and CONSULTANT, and may be used by CITY as it may require without any additional cost to CITY. No reports shall be used by CONSULTANT for purposes other than this contract without the express prior written consent of CITY.

Any use of the work product for other project(s) without specific written authorization from CONSULTANT will be at CITY’S sole risk and without liability to CONSULTANT.

Further, any and all liability arising out of changes made to, or reuse of, CONSULTANT’S deliverables under this Agreement by CITY or persons other than CONSULTANT is waived as against CONSULTANT and CITY assumes full responsibility for such changes unless CITY has ITEM 9

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given CONSULTANT prior notice and has received from CONSULTANT written consent for such changes.

Title to Data
If, as a part of any Project Agreement, CONSULTANT is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of final data generated under this Agreement will be delivered to CITY upon the completion of the project, termination of services, or when requested by City.

All materials, documents, data or information obtained from CITY data files or any CITY medium furnished to CONSULTANT in the performance of any Project Agreement will at all times remain the property of CITY. Such data or information may not be used or copied for direct or indirect use by CONSULTANT after termination of any Project Agreement without written consent of CITY.

19. INTEREST OF CONSULTANT
CONSULTANT warrants that he/it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Master Agreement, or any Project Agreement.

CONSULTANT warrants that, in performance of any Project Agreement, CONSULTANT shall not employ any person having any such interest. CONSULTANT agrees to file a Statement of Economic Interests with the CITY Clerk at the start and end of this contract if so required at the option of CITY.

20. REPORTS
CONSULTANT shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by any Project Agreement as the Contract Officer shall require. CONSULTANT thereby acknowledges that the CITY is greatly concerned about the cost of work and services to be performed pursuant to any Project Agreement. For this reason, CONSULTANT agrees that if CONSULTANT becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated therein, CONSULTANT shall promptly notify the Contract Officer of said fact, circumstance, technique or event.

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21. RECORDS
CONSULTANT shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by any Project Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of CITY, including the right to inspect, copy, audit, and make records and transcripts from such records.

Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the CITY shall have access to such records in the event any audit is required.

22. AMENDMENTS
Both parties to this Master Agreement understand that it may become desirable or necessary during the performance of any Project Agreement, for CITY or CONSULTANT to modify the scope of services provided for under any Project Agreement. Any material extension or change in the scope of services shall be discussed with CITY and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until an amendment is so executed, CITY will not be responsible to pay any charges CONSULTANT may incur in performing such additional services, and CONSULTANT shall not be required to perform any such additional services.

23. INDEPENDENT CONTRACTOR
All acts of CONSULTANT, his agents, officers, and employees and all others acting on behalf of CONSULTANT relating to the performance of this Master Agreement, and any Project Agreement shall be performed as independent contractors and not as agents, officers, or employees of CITY. CONSULTANT, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of CITY. CONSULTANT has no authority or responsibility to exercise any rights or power vested in CITY. No agent, officer, or employee of CITY is to be considered an employee of CONSULTANT. It is understood by both CONSULTANT and ITEM 9

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CITY that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

CONSULTANT, his agents, officers and employees are and, at all times during the term of this Master Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY.

CONSULTANT shall determine the method, details and means of performing the work and services to be provided by CONSULTANT under any Project Agreement. CONSULTANT shall be responsible to CITY only for the requirements and results specified in any Project Agreement and, except as expressly provided in any Project Agreement, shall not be subjected to CITY'S control with respect to the physical action or activities of the CONSULTANT in fulfillment of any Project Agreement. CONSULTANT has control over the manner and means of performing the services. CONSULTANT is permitted to provide services to others during the same period service is provided to CITY. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under any Project Agreement.

If in the performance of any Project Agreement any third persons are employed by CONSULTANT, such persons shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONSULTANT.

It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONSULTANT nor CONSULTANT'S assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of CITY in any capacity whatsoever as an agent, or to bind CITY to any obligation whatsoever.

It is further understood and agreed that CONSULTANT must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of CONSULTANT'S personnel.

As an independent contractor, CONSULTANT hereby indemnifies, defends and holds CITY harmless from any and all claims that may be made against CITY based upon any ITEM 9

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contention by any third party that an employer-employee relationship exists by reason of this Agreement.

24. NOTICES
Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (1) upon actual delivery, if delivery is by hand; or (2) five (5) days after delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time in writing.

FOR CONSULTANT: Name: Consor North America Inc.

Address: 2868 Prospect Drive, Suite 250
Rancho Cordova, CA 95670

Attention: Mike Sanchez, PE, Firm Principal
Phone: (209) 245-0492

FOR CITY: Name: CITY of Ceres
Address: 2220 Magnolia St.

Ceres, CA 95307
Attention: Michael R. Beltran II, PE, Director of Engineering Phone: (209) 538-5775

25. INSURANCE REQUIREMENTS
Insurance shall be provided as specified in Exhibit “A”.

26. TERMINATION OF AGREEMENT
Termination on Occurrence of Stated Events
Any Project Agreement shall terminate automatically on the date on which any of the following events occur: (1) bankruptcy or insolvency of CONSULTANT, or (2) legal dissolution of CONSULTANT, unless the CITY consents in writing to the continuation of the Project Agreement.

Termination by CITY for Default of CONSULTANT
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Should CONSULTANT default in the performance of any Project Agreement or materially breach any of his provisions, at its option CITY may terminate any Project Agreement by giving written notification to CONSULTANT. The termination date shall be the effective date of the notice. Except for a material breach of any Project Agreement resulting from the CONSULTANT’S willful destruction of CITY'S property, dishonesty or theft, the CITY will give the CONSULTANT 30 days notice to correct failure to perform required services or default in performance prior to executing a written notice of termination.

Termination by CONSULTANT for Default of CITY
Should CITY default in the performance of any Project Agreement or materially breach any of its provisions, at his/its option CONSULTANT may terminate any Project Agreement by giving written notice to CITY. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of any Project Agreement shall include but not be limited to any of the following: failure to pay CONSULTANT as hereafter provided, willful destruction of CONSULTANT'S property by CITY, dishonesty or theft.

Termination by CITY for Lack of Budgeted Funds
CITY may terminate this Master Agreement, effective July 1 of any given year upon CITY'S determination to not appropriate sufficient funds for this Master Agreement for the ensuing fiscal year. In such event, CITY shall give CONSULTANT not less than 30 days written notice.

Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the payments set forth in any Project Agreement on the date due, at his option CONSULTANT may terminate any Project Agreement if the failure is not remedied within thirty (30) days after CONSULTANT notifies CITY in writing of such failure to pay. The termination date shall be the effective date of the notice.

Termination by CITY for Change of CONSULTANT'S Tax Status If CITY determines that CONSULTANT does not meet the requirements of federal and state tax laws for independent contractor status, CITY may terminate this Master Agreement and any Project Agreement by giving written notice to CONSULTANT. The termination date shall be the effective date of the notice.

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Voluntary Termination
The parties may terminate any Agreement upon mutual written Agreement.

In the Event of Termination
If any Project Agreement is terminated pursuant to this Paragraph, CONSULTANT shall cease all his work on the project as of the termination date and shall see to it that his employees, subcontractors and agents are notified of such termination and cease their work. If CITY so requests, and at CITY'S cost, CONSULTANT shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONSULTANT’S work on the project.

Further, if CITY so requests, CONSULTANT shall deliver to CITY any work products whether in draft or final form which have been produced to date.

If any Project Agreement is terminated pursuant to any of the subsections contained in this paragraph, CITY will pay CONSULTANT an amount based on the percentage of work completed on the termination date, this percentage shall be determined by CITY in its sole discretion. If any Project Agreement is terminated pursuant to the subparagraph entitled Termination by CITY for Default of CONSULTANT, CONSULTANT understands and agrees that CITY may, in CITY'S sole discretion, refuse to pay CONSULTANT for that portion of CONSULTANT'S services which were performed by CONSULTANT on the project prior to the termination date and which remain unacceptable and/or not useful to CITY as of the termination date.

27. INDEMNITY
CONSULTANT shall indemnify, defend and hold harmless CITY and its officers, officials and employees from and against all claims, damages, losses and expenses including reasonable attorney fees arising out of the performance of the work described herein, to the extent caused in whole or in part by any negligent act or omission of the CONSULTANT, or any agent or employee of the CONSULTANT, except where caused by the active negligence, sole n
egligence, or willful misconduct of the CITY.

CONSULTANT'S obligation to defend, indemnify, and hold CITY, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by ITEM 9

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any requirement in this Agreement for CONSULTANT to procure and maintain a policy of insurance.

28. PREVAILING WAGES/CERTIFIED PAYROLL REQUIREMENT
Should the performance of the services required by any Project Agreement involve the provision of field work, CONSULTANT is advised that compliance with California Labor Code Sections 1720 – 1781 regarding the payment of prevailing wages is required, including the obligation to comply with the provisions of Section 1776 of the Labor Code regarding payroll records. These provisions apply equally to the CONSULTANT and its subcontractors, and CONSULTANT shall require that its sub consultants and subcontractors comply with the Labor Code provisions.

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

30. ENTIRE AGREEMENT
This Master Agreement, any Project Agreement, the Supplemental Agreement Provisions, and their respective exhibits contain the entire understanding between CONSULTANT and CITY. Additional or new terms contained in this Master Agreement and any Project Agreement which vary from any CONSULTANT'S proposal are controlling and are ITEM 9

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deemed accepted by CONSULTANT upon commencement of performance hereunder. All previous proposals, offers and communications relative to this Master Agreement and any Project Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Master Agreement and any Project Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Master Agreement and any Project Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

31. PARTIAL INVALIDITY
If any provision in this Master Agreement or any Project Agreement are held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

32. WAIVER
The waiver by any party to this Master Agreement, or any Project Agreement of a breach of any provision thereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

33. AUDIT
CITY'S duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify CONSULTANT'S charges to CITY under any Project Agreement.

CONSULTANT agrees to retain reports, records, documents, and files related to charges under any Project Agreement for a period of three (3) years following the date of final payment for CONSULTANT services. CITY'S representative shall have the right to reproduce any of the aforesaid documents.

34. GOVERNING LAW
This Master Agreement and any Project Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. The parties agree that as a condition precedent to the commencement of litigation under either the Master Agreement or any Project Agreement, they shall submit the matter to non-binding mediation administered by the American Arbitration Association under its construction industry mediation rules, unless waived by mutual stipulation of both parties. Legal ITEM 9

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actions concerning any dispute, claim, or matter arising out of or in relation to said Agreements not settled by mediation shall be instituted in the Superior Court of the County of Stanislaus, State of California, or any other appropriate court in such county, and CONSULTANT covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

35. TITLE VI ASSURANCES
Appendices A through E of the Title VI Assurances are attached herein as Exhibit “B”, and all provisions are made apart of this agreement as required by U.S. Department of Transpiration Order No.1050.2A.

36. HEADINGS NOT CONTROLLING
Headings used in this Master Agreement and any Project Agreement are for reference purposes only and shall not be considered in construing said Agreements.

37. CITY BUSINESS LICENSE
CONSULTANT will have a CITY of Ceres business license, as required.

38. ATTORNEYS’ FEES
If either party to this Master Agreement and any Project Agreement is required to initiate or defend or is made a party to any action or proceeding in any way connected with this Master Agreement or any Project Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable if such action is prosecuted to judgment.

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IN
WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below.

Dated: ______________________, 2025 Dated: ______________________, 2025 CITY OF CERES, a municipal corporation
By________________________________
Signature
Douglas Dunford, City Manager_
Name and Title
Consor North America Inc.

By_
______________________________
Signature
AP

PROVED AS TO FORM
__________________________________

CITY ATTORNEY
_________________________________
Name and Title
CONSULTANT’s Federal ID #
__________________________________
AT
TEST:
_____________________________________
Fallon Martin, City Clerk
93-0768555
June 12
Jason Jurrens
District Manager
ITEM 9

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EXHIBIT “A”

INSURANCE REQUIREMENTS FOR CONSULTANTS

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, his/her agents, representatives, or employees.

Minimum Scope of insurance

Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 0001).

2. Insurance Services Office Form Number CA 00 01 covering Automobile Liability, Code 1 (any auto).

3. Workers’ compensation insurance as required by the State of California and Employer’s Liability Insurance.

4. Errors and Omissions Liability insurance appropriate to the CONSULTANT’S profession.

Minimum Limits of Insurance

CONSULTANT shall maintain limits no less than:

1. General Liability (Including operations, products and completed operations as applicable.):

$2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability
insurance or other form with a general aggregate
limit is used, either the general aggregate limit shall apply separately to this project/location or the
general aggregate limit shall be twice the required
occurrence limit.

2. Automobile Liability:

$2,000,000 per accident for bodily injury and property damage.

3. Employer’s Liability:

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$2,000,000 per accident for bodily injury or disease.

4. Errors and Omissions Liability:
$2,000,000 per claim and aggregate.

SPECIAL SITUATIONS/CLAIMS HANDLING PROCEDURES

Deductibles and Self-Insured Retentions

Any deductibles or self-insured retentions must be declared to and approved by the entity. At the option of the entity, either (a) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the entity, its officers, officials, employees and volunteers or (b) the consultant shall provide a financial guarantee satisfactory to the entity guaranteeing payment of losses and related investigations, clam administration and defense expenses.

Other Insurance Provision

The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

1. The Entity, its officers, officials, employees, are to be covered as insured’s as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; or automobiles owned, leased, hired or borrowed by the CONSULTANT.

2. For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees.

Any insurance or self-insurance maintained by the entity, its officers, officials, employees or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days’ prior written notice by mail has been given to the entity.

4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of section 2782 of the Civil Code.

If General liability, Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors and Omissions coverages are written on a claims-made form:

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

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work.

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3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of three (3) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the entity for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability shall not contain a mold exclusion and the definition of “pollution” shall include microbial matter including mold.

Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the Entity.

Verification of Coverage

CONSULTANT shall furnish the Entity with original certificates and endorsements, including amendatory endorsements, effecting coverage required by this clause. The endorsements should be on forms provided by the Entity or on other than the Entity’s forms, provided those endorsements conform to Entity requirements. All certificates and endorsements are to be received and approved by the Entity before work commences; however, failure to do so shall not operate as a waiver of these insurance policies, including endorsements effecting the coverage required by these specifications at any time.

Waiver of Subrogation

CONSULTANT hereby agrees to waive subrogation, which any insurer of contractor may acquire from vendor by virtue of the payment of any loss. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation.

The workers’ compensation policy shall be endorsed to contain a waiver of subrogation in favor of the entity for all work performed by the consultant, its agents, employees, independent contractors and subcontractors.

ITEM 9
Local Assistance Procedures Manual Exhibit 10-R
Agreement Language

Page 1 of 34 ends

May 2023

Exhibit 10-R: AGREEMENT LANGUAGE
(For Local Assistance Federal-Aid and State-Only Projects)

TABLE OF CONTENTS
Page
ARTICLE I INTRODUCTION ................................................................................................................. 3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS .................................................................... 4 ARTICLE III STATEMENT OF WORK ................................................................................................... 4 ARTICLE IV PERFORMANCE PERIOD ................................................................................................ 6 ARTICLE V ALLOWABLE COSTS AND PAYMENTS .......................................................................... 6 ARTICLE VI TERMINATION ................................................................................................................ 10 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ................................... 11 ARTICLE VIII RETENTION OF RECORD/AUDITS .............................................................................. 11 ARTICLE IX AUDIT REVIEW PROCEDURES ..................................................................................... 12 ARTICLE X SUBCONTRACTING ........................................................................................................ 13 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ............................ 15 ARTICLE XII STATE PREVAILING WAGE RATES ............................................................................ 16 ARTICLE XIII CONFLICT OF INTEREST ............................................................................................ 19 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ....................... 19

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING ................................................................................................................................. 20 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE ................... 20 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION .................................................. 21 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION .................. 22 ARTICLE XIX INSURANCE ................................................................................................................. 28 ARTICLE XX FUNDING REQUIREMENTS ......................................................................................... 29 ARTICLE XXI CHANGE IN TERMS ..................................................................................................... 29 ARTICLE XXII CONTINGENT FEE ...................................................................................................... 29 ARTICLE XXIII DISPUTES .................................................................................................................. 30 ARTICLE XXIV INSPECTION OF WORK ............................................................................................ 30 ARTICLE XXV SAFETY .......................................................................................................................30 ARTICLE XXVI OWNERSHIP OF DATA ............................................................................................. 31 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR ............. 31 ARTICLE XXVIII CONFIDENTIALITY OF DATA ................................................................................. 32 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION ..................................... 32 ARTICLE XXX EVALUATION OF CONSULTANT .............................................................................. 33 ARTICLE XXXI PROMPT PAYMENT .................................................................................................. 33 ITEM 9
Local Assistance Procedures Manual Exhibit 10-R
Agreement Language

Page 2 of 34 ends

May 2023

ARTICLE XXXII TITLE VI ASSURANCES ........................................................................................... 33 ARTICLE XXXIII NOTIFICATION ........................................................................................................ 38 ARTICLE XXXIV CONTRACT ............................................................................................................. 38 ARTICLE XXXV SIGNATURES ........................................................................................................... 39 ITEM 9
Local Assistance Procedures Manual Exhibit 10-R
Agreement Language

Page 3 of 34 ends

May 2023

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

The name of the “CONSULTANT” is as follows:

CONSOR NORTH AMERICA INC.

Incorporated in the State of CALIFORNIA
The Project Manager for the “CONSULTANT” will be MIKE
SANCHEZ The name of the “LOCAL AGENCY” is as follows:

CITY OF CERES

The Contract Administrator for LOCAL AGENCY will be MICHAEL R. BELTRAN II

B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and the approved CONSULTANT’s Cost Proposal dated May 2, 2025. The approved CONSULTANT’s Cost Proposal is attached hereto Attachment 1 and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

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

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

E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of the AGREEMENT, and is not required to issue W-2 Forms for income and employment tax purposes for any of CONSULTANT's assigned personnel. CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.

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

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

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

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

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

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

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator or Project Coordinator, as needed, to discuss progress on the project(s).

ARTICLE III STATEMENT OF WORK
A. CONSULTANT Services
Provided in Attachment 2

B. Right of Way
Not Applicable to this Contract

C. Surveys
Not Applicable to this Contract
D. Subsurface Investigations
Provided in Attachment 2
E. Local Agency Obligations
All data applicable to the project and in possession of LOCAL AGENCY, another agency, or government agency that are to be made available to CONSULTANT are referred to in the AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly.

F. Conferences, Site Visits, Inspection of Work
This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by ITEM 9
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CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

G. Checking Shop Drawings
Not Applicable to this Contract
H. CONSULTANT Services During Construction
The extent, if any of CONSULTANT’s services during the course of construction as material testing, construction surveys. etc., are specified in the AGREEMENT together with the method of payment for such services.

I. Documentation and Schedules
AGREEMENTs where appropriate, shall provide that CONSULTANT document the results of the work to the satisfaction of LOCAL AGENCY, and if applicable, the State and FHWA. This may include preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the AGREEMENT objectives.

J. Deliverables and Number of Copies
The number of copies or documents to be furnished, such as reports, brochures, sets of plans, specifications, or Right of Way parcel maps shall be specified. Provision may be made for payment for additional copies.

ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on July 14, 2025, contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on June 30, 2027, unless extended by AGREEMENT amendment.

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

C. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this AGREEMENT, the terms of the AGREEMENT shall be extended by AGREEMENT amendment prior to the expiration of the contract to cover the time needed to complete the task order in progress only. The maximum term shall not exceed five (5) years.

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

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

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C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of 10%. The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.

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

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

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

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

H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT’s work. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

CITY OF CERES
ATTN: MICHAEL R. BELTRAN II
2220 MAGNOLIA STREET, CERES, CA 95307
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $1,500,000.

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

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

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B. LOCAL AGENCY may temporarily suspend this AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY 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.

C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY for 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 time as the exact amount of damages, if any, due City from CONSULTANT is determined.

D. In the event of termination, CONSULTANT 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 estimates performed to that date, whether completed or not.

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

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

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

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

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

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

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

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

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

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

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

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

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

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

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

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

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

C. Any subagreement entered into as a result of 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 Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY.

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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 of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.

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

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

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

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

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

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

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C. Any equipment purchased with funds provided 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 replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

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

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

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

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

D. Payroll Records

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

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

c. The public shall not be given access to certified payroll records by the CONSULTANT.

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

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

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

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

6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the CONSULTANT or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated.

Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a Subconsultant to comply with this section.

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

F. Penalty

1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the CONSULTANT and any Subconsultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its Subconsultant in ITEM 9
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violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or Subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or Subconsultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.

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

4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the CONSULTANT of the project is not liable for the penalties described above unless the CONSULTANT had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the Subconsultant for work performed on the public works project. d. Prior to making final payment to the 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, LOCAL AGENCY shall notify the CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay workers the general prevailing rate of per diem wages.

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

G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the ITEM 9
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AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.

H. Employment of Apprentices

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

2. CONSULTANTs and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employmen t of apprentices
and for the specific journey-to- apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all subconsultants’ compliance with these requirements.

Penalties are specified in Labor Code §1777.7.

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

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT. CONSULTANT further agrees to 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 interest that would conflict with the performance of services under this AGREEMENT.

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

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

For breach or violation of this warranty, LOCAL AGENCY shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or ITEM 9
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other unlawful consideration.

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

FOR LOBBYING

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

1. No State, Federal, or LOCAL AGENCY 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 AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.

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

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

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

ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 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 origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall 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 comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 ITEM 9
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CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

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

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

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

G. The CONSULTANT, with regard to the work 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 that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

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

I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially 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 herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

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

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

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

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

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

ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant shall take necessary and reasonable steps to ensure 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 AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available 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 responsibility 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 System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible 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 toward the California Department of Transportation’s federally mandated statewide overall 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 count 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 Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT varies by task order. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10- O2: Consultant Contract DBE Commitment attached hereto and incorporated as part 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.

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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 the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that 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 Faith Efforts to document 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 subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the 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 future proposing as non-responsible E. Termination and Replacement of DBE Subconsultants
C
ONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or replace a listed 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 supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.

Termination of DBE Subconsultants
After execution of the AGREEMENT, termination 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 execute a written contract based on plans and specifications for the project.

2. The LOCAL AGENCY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails 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 perform the work or furnish the listed materials (failing or refusing to perform 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 unsatisfactory and not in compliance with the contract.

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