Montebello City Council
June 24, 2026

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

Office Bulletin #25-07 R3
ARTICLE XXII CONTINGENT FEE ..................................................................................................... 30 ARTICLE XXIII DISPUTES.................................................................................................................. 30 ARTICLE XXIV INSPECTION OF WORK ........................................................................................... 30 ARTICLE XXV SAFETY...................................................................................................................... 31 ARTICLE XXVI OWNERSHIP OF DATA............................................................................................. 31 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR............ 32 ARTICLE XXVIII CONFIDENTIALITY OF DATA................................................................................. 32 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION.................................... 33 ARTICLE XXX EVALUATION OF CONSULTANT.............................................................................. 33 ARTICLE XXXI PROMPT PAYMENT.................................................................................................. 33 ARTICLE XXXI TITLE VI ASSURANCES ........................................................................................... 34 ARTICLE XXXII NOTIFICATION......................................................................................................... 38 ARTICLE XXXIII CONTRACT ............................................................................................................. 39 ARTICLE XXXIV SIGNATURES ......................................................................................................... 39

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

Office Bulletin #25-07 R3

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:
(NAME OF CONSULTANT)
Incorporated in the State of (NAME OF STATE)
The Project Manager for the “CONSULTANT” will be (NAME) The name of the “LOCAL AGENCY” is as follows:
(NAME)
The Contract Administrator for LOCAL AGENCY will be (NAME) 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 (DATE). The approved CONSULTANT’s Cost Proposal is attached hereto (Attachment #) 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 LOCAL AGENCY.

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

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

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

Office Bulletin #25-07 R3
G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from LOCAL AGENCY under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

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

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

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

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
[Choose either Option 1 or Option 2]
[Option 1 - Use paragraphs A & B below for standard AGREEMENTs] A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.
[Option 2 - Use paragraphs A & B below for on-call AGREEMENTs] 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
[Insert Appropriate Statement of work including a Description of the Deliverables in the following sections. If a section does not apply to the AGREEMENT, state “Not Applicable to this AGREEMENT.”] A. CONSULTANT Services
[Detail based on the services to be furnished should be provided by CONSULTANT. Nature and extent should be verified in the negotiations to make precise statements to eliminate subsequent

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

Office Bulletin #25-07 R3
uncertainties and misunderstandings. Reference to the appropriate standards for design or other standards for work performance stipulated in CONSULTANT AGREEMENT should be included.

Describe acceptance criteria, and if the responsible CONSULTANT/engineer shall sign all Plans, Specifications and Estimate (PS&E) and engineering data furnished under the AGREEMENT including registration number.

Environmental documents are not considered complete until a Caltrans District Senior Environmental Planner signs the Categorical Exclusion, a Caltrans Deputy District Director signs the Finding of No Significant Impact, or the Caltrans District Director signs the Record of Decision (see LAPM Chapter 6: Environmental Procedures, and the Standard Environmental Reference).] B. Right of Way
[State whether Right of Way requirements are to be determined and shown by CONSULTANT, whether land surveys and computations with metes and bounds descriptions are to be made, and whether Right of Way parcel maps are to be furnished.]
C. Surveys
[State whether or not the CONSULTANT has the responsibility for performing preliminary or construction surveys.]
D. Subsurface Investigations
[State specifically whether or not CONSULTANT has responsibility for making subsurface investigations. If borings or other specialized services are to be made by others under the supervision of CONSULTANT, appropriate provisions are to be incorporated. Archaeological testing and data recovery guidance can be found in the Standard Environmental Reference.] 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 CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

G. Checking Shop Drawings
[For AGREEMENTs requiring the preparation of construction drawings, make provision for checking shop drawings. Payment for checking shop drawings by CONSULTANT may be included in the AGREEMENT fee, or provision may be made for separate payment.] 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.

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

Office Bulletin #25-07 R3
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 time must be set for beginning and ending the work under the AGREEMENT. The time allowed for performing the work is specified; it should be reasonable for the kind and amount of services contemplated; and it is written into the AGREEMENT. If it is desirable that Critical Path Method (CPM) networks, or other types of schedules be prepared by CONSULTANT, they should be identified and incorporated into the AGREEMENT.]
A. This AGREEMENT shall go into effect on (DATE), 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 (DATE), 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. [Use paragraph C below in addition to paragraphs A & B above for on-call AGREEMENTs. On-call AGREEMENTs shall be 5 years maximum.]
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
[Choose either Option 1, 2, 3, or 4]
[Option 1 - Use paragraphs A through J below for Cost-Plus-Fixed Fee Agreements] 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.

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

Office Bulletin #25-07 R3
C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $(AMOUNT). 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:
(LOCAL AGENCY/NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $(Amount).

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. [Option 2 - For Cost per Unit of Work Agreements, replace paragraphs A & B of Option 1 with the following paragraphs A, B, and C and re-letter the remaining paragraphs. Adjust as necessary for work specific to your project].

A. The method of payment for the following items shall be at the rate specified for each item, as described in this Article. The specified rate shall include full compensation to CONSULTANT for the item as described, including but not limited to, any repairs, maintenance, or insurance, and no further compensation will be allowed therefore.

B. The specified rate to be paid for vehicle expense for CONSULTANT’s field personnel shall be $(Amount) per approved Cost Proposal. This rate shall be for fully equipped vehicle(s) specified in

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

Office Bulletin #25-07 R3
Article III Statement of Work, as applicable. The specified rate to be paid for equipment shall be, as listed in the approved Cost Proposal.

C. The method of payment for this AGREEMENT, except those items to be paid for on a specified rate basis, will be based on cost per unit of work. 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 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 approved overhead rate set forth in the approved Cost Proposal. In the event, LOCAL AGENCY determines that changed work from that specified in the approved Cost Proposal and AGREEMENT is required; the actual costs reimbursable by LOCAL AGENCY may 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. [Option 3 - Use paragraphs A through P for Specific Rates of Compensation Agreements (such as oncall Agreements). This payment method shall only be used when it is not possible at the time of procurement to estimate the extent or duration of the work or to estimate costs with any reasonable degree of accuracy. The specific rates of compensation payment method should be limited to AGREEMENTs or components of AGREEMENTs for specialized or support type services where the CONSULTANT is not in direct control of the number of hours worked, such as construction engineering and inspection.]
A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT’s approved Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this AGREEMENT. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate.

B. In addition, CONSULTANT will be reimbursed for incurred (actual) direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order.

C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders.

D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT.

E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal.

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

Office Bulletin #25-07 R3
CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT.

F. [Local Agency to include either (a) or (b) below; delete the other one] (a) Reimbursement for transportation and subsistence costs shall not exceed State rates. (b) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT will be responsible for transportation and subsistence costs in excess of State rates.

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

H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred.

I. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AGREEMENT.

J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY.

K. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number, project title and Task Order number. Credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase, must be reimbursed by CONSULTANT prior to the expiration or termination of this AGREEMENT. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
(NAME OF LOCAL AGENCY/ NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this AGREEMENT.

M. The total amount payable by LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by amendment.

N. If CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed.

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

Office Bulletin #25-07 R3
O. Task Orders may not be used to amend the language (or the terms) of this AGREEMENT nor to exceed the scope of work under this AGREEMENT.

P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this AGREEMENT shall not exceed $ (Amount). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AGREEMENT through Task Orders.
[Option 4 - Use paragraphs A through E below for lump sum agreements.

A. The method of payment for this AGREEMENT will be based on lump sum. The total lump sum price paid to CONSULTANT will include compensation for all work and deliverables, including travel and equipment described in Article III Statement of Work. No additional compensation will be paid to CONSULTANT, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and LOCAL AGENCY. Adjustment in the total lump sum compensation will not be effective until authorized by AGREEMENT amendment and approved by LOCAL AGENCY.

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

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

D. CONSULTANT will be reimbursed within thirty (30) days 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, on 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 that include any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice must be submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by the LOCAL AGENCY. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
(LOCAL AGENCY/NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
E. The total amount payable by LOCAL AGENCY shall not exceed $(Amount).

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.

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

Office Bulletin #25-07 R3
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 LOCAL AGENCY by virtue of any breach of this AGREEMENT by CONSULTANT, and LOCAL AGENCY may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due LOCAL AGENCY from CONSULTANT is determined.

D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT. Upon termination, LOCAL AGENCY 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.

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

Office Bulletin #25-07 R3

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.

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

Office Bulletin #25-07 R3
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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D. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

E. 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.

CONSULTANT must 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.

F. 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. [Choose either Method 1, Method 2, or Method 3 below and delete the other two.] 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.

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Method 2: No retainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT. Any retainage kept by CONSULTANT or by a subconsultant must be paid in full to the earning subconsultant within 15 days after the subconsultant’s work is satisfactorily completed.

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 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.

Method 3: The LOCAL AGENCY shall 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. CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the LOCAL AGENCY. 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 nonDBE subconsultants.

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

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

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

C. Any equipment purchased with funds provided under 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

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

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

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

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction 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.

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

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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

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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.

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

H. Employment of Apprentices

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

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

Penalties are specified in Labor Code §1777.7.

ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY 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.

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

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

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

FOR LOBBYING
[Include this article in all AGREEMENTs where federal funding will exceed $150,000 $100,000. If less than $150,000 $100,000 in federal funds will be expended on the AGREEMENT, delete this article and re-number the subsequent articles.]
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 §11102.

B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any

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employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such 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 subconsultants 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.

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

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

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

3. Does not have a proposed debarment pending; and

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

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

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

ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) 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://caltrans.dbesystem.com/.

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."

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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 is_________%. 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.

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
In accordance with 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 LOCAL AGENCY deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions; and/or
(3) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Replacement of DBE Subconsultants
CONSULTANT 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.

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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.

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.

Local Assistance Procedures Manual Exhibit 10-R
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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
• 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

Local Assistance Procedures Manual Exhibit 10-R
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3. Maintain records including:
• Name and business address of each 1st-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.

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

Local Assistance Procedures Manual Exhibit 10-R
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• 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 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.

Local Assistance Procedures Manual Exhibit 10-R
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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 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
[Choose either Option 1 or Option 2]
[Option 1 - for AGREEMENT with a scope of services that may require the CONSULTANT or subconsultant to work within the operating state or Local Agency Highway Right of Way; where there would be exposure to public traffic or construction operations.] 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 ($1,000,000) per occurrence.

B. The Certificate of Insurance will provide:

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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.

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.
[Option 2 - for AGREEMENTs with a scope of services that will not require the CONSULTANT or subconsultant to work within the operating state or Local Agency Highway Right of Way where there would be exposure to public traffic or construction CONSULTANT operations.] CONSULTANT is not required to show evidence of general comprehensive liability insurance.

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.

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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 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.
[Choose either Option 1 or Option 2]
[Option 1 - Use paragraphs A through C below for all AGREEMENTs without PS&E submittal] 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 and [Insert Department Head or Official], who may consider written or verbal information submitted by CONSULTANT.

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

C. Neither the pendency of a dispute, nor its consideration by the committee will excuse CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT. [Option 2 - Replace Paragraph B, above, with the following for AGREEMENTs requiring the submission of PS&E]
B. 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.

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.

Local Assistance Procedures Manual Exhibit 10-R
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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.

C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.
[Add the following paragraph to all AGREEMENTs, which may require trenching of five feet or deeper] 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 LOCAL AGENCY, and CONSULTANT shall have no property right therein whatsoever. Immediately upon termination, LOCAL AGENCY shall be entitled to, and CONSULTANT shall deliver to LOCAL AGENCY, 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 LOCAL AGENCY 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 LOCAL AGENCY.

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 LOCAL AGENCY 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 LOCAL AGENCY for another project or project location shall be at LOCAL AGENCY’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 federalaid contracts).

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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.

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.
[For PS&E contracts add paragraph F, below, to paragraphs A through E, above] F. All information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity, other than LOCAL AGENCY, Caltrans, and/or FHWA. All of the materials prepared or assembled by CONSULTANT pursuant to performance of this Contract are confidential and CONSULTANT agrees that they shall not be made available to any individual or organization without the prior written approval of LOCAL AGENCY or except by court order. If

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CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, LOCAL AGENCY has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the information, including, but not limited to, LOCAL AGENCY’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

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

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 XXXI TITLE VI ASSURANCES
APPENDICES A - E of the TITLE VI ASSURANCES
[The U.S. Department of Transportation Order No.1050.2A requires all federal-aid Department of Transportation contracts between an agency and a consultant to contain Appendices A and E of the Title VI Assurances. Include Appendices B, C, and D if appliable as shown below. In addition, the consultant must include the Title VI Assurances Appendices A and E, and if applicable Appendices B, C, and D in all subcontracts to perform work under the contract.

The clauses of Appendix B of this Assurance shall be included as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a LOCAL AGENCY.

The clauses set forth in Appendix C and Appendix D of this Assurance shall be included as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the LOCAL AGENCY with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and
b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.]

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.

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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 threatened with, litigation with a sub-applicant or supplier as a result of such direction, CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

APPENDIX B

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

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

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

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

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 Nondiscrimination 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.)

Local Assistance Procedures Manual Exhibit 10-R
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APPENDIX D

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

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

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

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

APPENDIX E
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following nondiscrimination 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);

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• 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).

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

CONSULTANT:
(CONSULTANT)

(NAME) ,Project Manager

(ADDRESS)
LOCAL AGENCY:
(LOCAL AGENCY)

(NAME) , Contract Administrator

(ADDRESS)

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ARTICLE XXXIII CONTRACT
The two parties to this AGREEMENT, who are the before named CONSULTANT and the before named LOCAL AGENCY, hereby agree that this 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.

ARTICLE XXXIV SIGNATURES
(Name of LOCAL AGENCY) (Name of CONSULTANT)
(Signature) (Signature)
(Name of Signer) (Name of Signer)
Date: Date:

CITY OF MONTEBELLO

ON-CALL BENCHLIST
PROFESSIONAL SERVICES AGREEMENT NO. 4532 WITH
CUMMING MANAGEMENT GROUP, INC.
(RFP No. 26-03)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into on June 24, 2026 (“Effective Date”), by and between the CITY OF MONTEBELLO, a California municipal corporation (the “CITY”) and CUMMING MANAGEMENT GROUP, INC., a California corporation (the “CONSULTANT”). The CITY and the CONSULTANT are sometimes referred to herein individual as the “Party,” and jointly as the “Parties.”

RECITALS
WHEREAS, the CITY desires to retain a qualified professional to provide professional labor compliance and program administration support services to the CITY; and
WHEREAS, the CONSULTANT represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees; and
WHEREAS, the CONSULTANT represents the degree of specialized expertise contemplated within California Government Code, Section 37103, and is qualified to perform such services by virtue of its experience and the training, education, and expertise of its principals and employees; and WHEREAS, no official or employee of the CITY has a financial interest, within the provisions of Sections 1090 – 1092 of the California Government Code, in the subject matter of this Agreement; and
WHEREAS, the CONSULTANT responded to CITY’s Request for Proposal due on May 6, 2026 (“RFP No. 26-03”) as such is set forth fully in Exhibit “A” hereto and incorporated fully herein by this reference.

NOW THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows:

SECTION 1. INCORPORATION OF RECITALS AND OTHER CONTRACT

DOCUMENTS
A. The above-referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference. Moreover, this Agreement consists of the following documents, in order of precedence, all of which are incorporated herein and made part of this Agreement, as though fully set forth herein:
a. This Agreement comprised of Sections 1 through 25, and its various Exhibits
b. RFP No. 26-03, attached hereto as Exhibit “A”
c. The CONSULTANT’S Proposal to RFP No. 26-03, attached hereto as Exhibit “B”
d. Local Assistance Procedures Manual (LAPM) Exhibit 10-R, Attachment C

Appendices A and E as Exhibit “C”
e. All other documents, including but not limited to all applicable bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits
B. These documents shall be collectively referred to herein as the “Contract Documents.” In the event of a conflict among the Contract Documents, the order of precedence list above shall apply.

SECTION 2. SERVICES / COMPENSATION.

A. The CONSULTANT shall provide to the CITY those services that are set forth fully in RFP No. 26-03 and Consultant’s Proposal, attached hereto as Exhibit “A and B” and incorporated fully herein by this reference on an on-call, request only, basis (hereinafter “Professional Services”).

B. The CONSULTANT shall complete the Scope of Services in a timely manner, and in accordance with an agreed-upon work schedule to be determined by the Parties.

C. CONSULTANT shall be compensated in an annual amount not-toexceed Seventy-Five Thousand Dollars ($75,000) (the “Compensation”) for the performance of the Scope of Services as set forth in Exhibit “C”. CONSULTANT shall provide an itemized billing statement to CITY for the Scope of Services performed.

The CONSULTANT shall not incur fees or costs which exceed the Maximum Annual Compensation without the prior written consent of the CITY.

D. The CITY will be invoiced upon completion of the Scope of Services set forth herein. Payment in full of an invoice must be received by the CONSULTANT within thirty (30) days of the date of such invoice.

E. Work performed shall be deemed approved and accepted by the CITY as and when invoiced unless the CITY objects within fifteen (15) days of invoice date by written notice specifically stating the details in which the CITY believes such work is incomplete or defective, and the invoice amount(s) in dispute. The CITY shall pay undisputed amounts as provided for in the preceding paragraph.

F. On-Call Services. The CONSULTANT understands and
acknowledges that this is an “on-call” agreement, execution of which does not guarantee that the CITY will issue a Notice to Proceed (“NTP”). No work shall commence by the CONSULTANT without a written NTP issued by authorized CITY personnel.

SECTION 3. TERM.

This Agreement shall commence on July 1, 2026, and shall terminate on June 30, 2029 (“Date of Completion”), with an option to extend up to two (2), one-year terms; unless deadline is extended in writing by a further agreement between the Parties or the Agreement is terminated sooner as provided in Section 8 herein.

SECTION 4. PERFORMANCE.
a. The CONSULTANT shall at all times, faithfully, competently, and to the best of its ability, experience, and talent, perform all tasks described herein.

b. The CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by companies engaged in providing similar services, as are required of CONSULTANT hereunder, in meeting its obligations under this Agreement.
c. The CONSULTANT shall be knowledgeable of and subject to all CITY ordinances, rules and regulations, standard operating procedures, and the supervisory chain of command.
d. The CONSULTANT shall have the right to retain, subject to t he CITY's approval, additional individuals, consultants or subconsultants to assist in the completion of services as herein defined. Compensation for additional individuals, consultants or subconsultants shall be the sole and exclusive responsibility of the CONSULTANT. However, claims for money due or which become due to the CONSULTANT from the CITY under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. e. The CONSULTANT shall retain all original reports, field and office notes, correspondence, calculations, maps, and other documents specifically related to the services provided by the CONSULTANT pursuant to this Agreement, other than documents which are exempt from disclosure pursuant to the attorney-client privilege or any other law. Said documents shall be made available for inspection by the CITY upon request.
f. The CONSULTANT’s Reports or Meetings:
i. The 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 the CITY’s Contract Administrator or Project Coordinator to determine, if the 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. ii. The CONSULTANT’s Project Manager shall meet with the CITY’s Contract Administrator or Project Coordinator, as needed, to discuss progress on the project(s).

SECTION 5. WORK PRODUCT.
a. The CONSULTANT hereby agrees that all work product produced pursuant to this Agreement, and provided to the CITY during and upon completion of this Agreement, shall be the property of the CITY, and ownership of said work product shall be retained by the CITY. The CONSULTANT may take and retain copies of such written p roducts as desired, but no such written products shall be the subject of a copyright application by the CONSULTANT.
b. All data, documents, discussion, or other information developed or received by the CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by the CONSULTANT without prior written consent by the CITY. The CITY shall grant such consent if disclosure is legally

required. All such written products shall be returned to the CITY upon the termination or expiration of this Agreement. The CONSULTANT agrees that the covenants contained in this Section shall survive the expiration or termination of this Agreement.

SECTION 6. EXTRA SERVICES.

No extra services over and above the Compensation shall be rendered by the CONSULTANT under this Agreement unless such extra services first shall have been duly authorized in writing by the CITY’s City Manager (the “City Manager”).

SECTION 7. CITY SUPERVISION.

The City Manager shall have the right of general supervision of all work performed by the CONSULTANT and shall be the CITY’s agent with respect to obtaining the CONSULTANT’s compliance hereunder.

SECTION 8. TERMINATION.

In the event that either Party hereto fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, the non-defaulting party shall give the defaulting party written notice of the default, the nature of the default, and of the steps necessary to cure the default.
a. Termination for Cause. In the event that any of the provisions of the Agreement are violated by either party, the non-defaulting Party may terminate the Agreement by serving written notice upon the other Party, listing the violation(s) and its intent to terminate such Agreement unless within ten (10) days after the serving of such notice, such violation shall cease or be rectified, the contract shall upon the expiration of an additional thirty (30) days cease and terminate. Violations by the CONSULTANT which cannot be corrected within ten (10) days, said contract shall at the option of the CITY cease and terminate upon the giving of like notice. In the event of any such termination for default by the CONSULTANT, the CITY may take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of the CONSULTANT. The CONSULTANT and his sureties shall be liable to the CITY for any excess cost occasioned in the event of any such termination. This change shall not be construed to prevent the termination, for other causes authorized by law or other provisions of this contract. In the event of a termination for cause, the CONSULTANT shall only be entitled to the Compensation for those Professional Services satisfactory performed on or before the effective date of termination.
b. Termination for Convenience. The CITY shall have the option, at its sole discretion and without cause, to terminate this Agreement in whole, or in part, by giving thirty (30) business days’ written notice to the CONSULTANT. Upon the termination of this Agreement as provided herein, the CITY shall provide to the CONSULTANT the part of Compensation which would otherwise be payable to the CONSULTANT for services the CONSULTANT had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by the CITY, the Parties agree that the CONSULTANT shall be reimbursed for any “non-refundable” costs that the CONSULTANT has incurred for its services under this Agreement, provided that: (1) such “non- refundable” costs were incurred by the CONSULTANT prior to the date of termination, and (2) that t he CONSULTANT provides the

CITY with adequate proof that the CONSULTANT incurred the costs, and is unable to be seek a refund for such costs. Such “non-refundable” costs may include, but are not limited to, travel reservations incurred by the CONSULTANT for its performance of services under this Agreement. The CONSULTANT agrees to cease all work under this Agreement on or before the effective date of any notice of termination.

SECTION 9. EMPLOYMENT OF CITY EMPLOYEES.

No regular employee of the CITY shall be employed by the CONSULTANT during the term of this Agreement.

SECTION 10. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES.

No official or employee of the CITY shall be personally liable to the CONSULTANT in the event of any default or breach by the CITY, or for any amount which may become due to the CONSULTANT.

SECTION 11. INDEPENDENT CONSULTANT.
a. The CONSULTANT is and shall, at all times, remain as to the CITY a wholly independent consultant. Neither the CITY nor any of its elected officials, officers, employees, or agents shall have control over the conduct of the CONSULTANT except as expressly set forth in this Agreement. The CONSULTANT shall not at any time or in any manner represent that he or she is in any manner an elected official, officer, employee, or agent of the CITY. No employee benefits shall be available to the CONSULTANT in connection with the performance of this Agreement. Except as provided in this Agreement, the CITY shall not pay salary, wages, or other compensation to the CONSULTANT for performance hereunder for the CITY, the CITY shall not be liable for compensation to the CONSULTANT, the CONSULTANT’s employees or the CONSULTANT’s subconsultants for injury or sickness arising out of performing services hereunder.
b. The parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship or any other relationship except as set forth in this Agreement. c. The CITY shall not deduct from the Compensation paid to t he CONSULTANT any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to the CONSULTANT. The CITY shall have no responsibility to provide the CONSULTANT, its employees or subconsultants with workers’ compensation insurance or any other insurance.

SECTION 12. CalPERS ANNUITANTS AND ELIGIBILITY INDEMNITY. a. If the CONSULTANT is a California Public Employees’ Retirement System (“CalPERS”) annuitant, the CONSULTANT must provide the City with written notification of such fact a minimum of 14 calendar days prior to commencement of services under this Agreement. Failure to provide such notification may result in termination of the Agreement, and any penalties or other costs relating thereto shall be borne by the CONSULTANT. If this Agreement remains in place, the CONSULTANT shall execute any amendment(s) to this Agreement requested by the City in order to comply with all laws and regulations applicable to CalPERS

annuitants.
b. In the event that the CONSULTANT or any employee, agent, or subconsultant of the CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the CITY, the CONSULTANT shall indemnify, defend, and hold harmless the CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of t he CONSULTANT or its employees, agents, or subconsultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the CITY.
c. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, the CONSULTANT and any of its employees, agents, and subconsultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by t h e CITY, including but not limited to eligibility to enroll in PERS as an employee of the CITY and entitlement to any contribution to be paid by t he CITY for employer contribution and/or employee contributions for PERS benefits.

SECTION 13. LEGAL RESPONSIBILITIES.

The CONSULTANT shall at all times observe and comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local governments including, but not limited to the Montebello Municipal Code. The CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in equity occasioned by failure of the CONSULTANT to comply with this section.

SECTION 14. INDEMNIFICATION.

The CONSULTANT agrees to, and shall defend, indemnify, protect and hold harmless, the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers from and against any and all claims, demands, lawsuits, defense costs, civil, penalties, expenses, causes of action, and judgments at law or in equity, or liability of any kind or nature which the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property arising out of t h e CONSULTANT’s negligent or wrongful act, or omission under the terms of this Agreement, except only liability arising out of the sole negligence of the CITY.

SECTION 15. INSURANCE COVERAGE.
a. During the term of this Agreement, the CONSULTANT shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with CONSULTANT’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:
• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including products-completed operations, personal injury, and advertising

injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit. • Business Automobile Liability Insurance: If applicable, Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if the CONSULTANT has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. • Worker's Compensation insurance as required by the laws of the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. • Professional Liability insurance appropriate to the CONSULTANT’S profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
b. If the CONSULTANT maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT.
c. The CONTACTOR shall require each of its subconsultants, if any, to maintain insurance coverage that meets all of the requirements of this Agreement. d. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a current rating of at least A:VII in the latest edition of Best's Insurance Guide.
e. Each insurance policy required above shall state that coverage shall not be canceled, except after thirty (30) days’ prior written notice (ten [10] days for non-payment) has been given to the CITY. The CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect the CITY may either (i) immediately terminate this Agreement for Cause; or (ii) take out the necessary insurance and pay, at the CONSULTANT’s expense, the premium thereon. f. Evidence of Insurance prior to commencement. The Consultant shall provide to the CITY Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements no later than five (5) business days prior to commencement of service and at least fifteen (15) business days prior to the expiration of any policy. Unreasonable failure to provide such evidence may be cause for termination of the Agreement as provided herein or delay the services’ commencement date. The evidence of insurance shall be U.S. mail or email to:

City of Montebello
Attn: Principal Risk Officer
1600 West Beverly Boulevard
Montebello, CA 90640
Email: [email protected]
g. Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to the CITY by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days

prior notice shall be provided.
h. Evidence of Insurance during the entire term of the Agreement. At all times during the term of this Agreement, the CONSULTANT shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming the CITY as an additional insured. The CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate(s). i. The CONSULTANT shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two (2) weeks prior to the expiration of the coverages. j. The general liability and automobile insurance policies required by this Agreement shall contain an endorsement naming the CITY, its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to the CITY. The CONSULTANT agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.
k. The insurance provided by the CONSULTANT shall be primary to any coverage available to the CITY. Any insurance or self-insurance maintained by the CITY, its officers, employees, agents, or volunteers, shall be in excess of CONSULTANT’s insurance and shall not contribute with it. l. All insurance coverage provided pursuant to this Agreement shall not prohibit the CONSULTANT, and CONSULTANT’s employees, agents or subconsultants, from waiving the right of subrogation prior to a loss. The CONSULTANT hereby waives all rights of subrogation against the CITY.
m. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, the CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to the CITY, or the CONSULTANT shall procure a bond guaranteeing payment of losses and expenses. n. Procurement of insurance by the CONSULTANT shall not be construed as a limitation of the CONSULTANT'S liability or as full performance of CONSULTANT’s duties to indemnify, hold harmless and defend under the indemnity covenants of this Agreement.

SECTION 16. SUBCONTRACT, ASSIGNMENT OR DELEGATION.

The CONSULTANT shall not subcontract, delegate, or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of the CITY.

Any proposed subcontract, delegation, or assignment shall provide a description of the services to be covered, identification of the proposed sub-consultant, delegee, or assignee, and an explanation of why and how the same was selected, including the degree of competition involved.

Any subcontract, delegation or assignment shall be made in the name of the CONSULTANT and shall not bind or purport to bind the CITY and shall not release the CONSULTANT from any obligations under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegees or sub-consultants. No such subcontract, delegation or assignment shall result in any increase in the amount of total compensation payable to the CONSULTANT under the Agreement.

SECTION 17. NO WAIVER.

Waiver by any party hereto of any term, condition or covenant of this Agreement shall not constitute the waiver of any other term, condition, or covenant hereof.

SECTION 18. DISPUTE RESOLUTION; GOVERNING LAW.

Disputes regarding the interpretation or application of any provision(s) of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties. If any action at law or in equity is brought to enforce this Agreement or because of alleged dispute, breach, default or misrepresentation in connection with the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, expert fees, costs and necessary disbursements incurred in that action or proceeding, in addition to such other relief as may be sought and awarded. The venue for any litigation shall be County of Los Angeles, California. The Parties agree that the covenants contained in this Section shall survive the expiration or termination of this Agreement.

SECTION 19. ATTORNEY’S FEES AND COSTS.

If litigation is reasonably required to enforce or interpret the provisions of this Agreement, the prevailing party in such litigation shall be entitled to an award of reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.

SECTION 20. WARRANTIES.

Each of the parties represents and warrants to one another as follows:
a. It has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement; b. In executing this Agreement, it has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever; and c. It is agreed that each party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to the provisions of this Agreement.

SECTION 21. MISCELLANEOUS.

a. The descriptive paragraph headings of this Agreement are included for purposes of convenience only and shall not control or affect the construction of interpretation of any of its provisions.
b. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender, and the neuter and vice versa. c. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.
d. The representations and warranties made by the parties to this Agreement shall survive the consummation of the transaction herein described. e. This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signature appears in the facsimile and shall be binding upon such party in the same manner as though an originally signed copy had been delivered. f. Each of the parties acknowledges that it has been represented by independent counsel of its own choosing, or if it has not been so represented, it has been admonished to obtain independent counsel and has freely and voluntarily waived and relinquished the right to counsel. Each party who has not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such party’s failure to perform under this Agreement or any agreement referred to in this Agreement.

SECTION 22. NOTICE.

All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered via email (an “Electronic Notice” as further defined below), personally or on the second (2nd) business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals hereunder shall be given to the following addresses or such other addresses as the Parties may designate by written notice:

If to the CITY: City of Montebello
Attn: Raul Alvarez, City Manager
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-1200
If to the
CONSULTANT:

CUMMING MANAGEMENT GROUP, INC.

Anthony Sanchez, Executive Vice President
350 South Grand Avenue, Suite 1900
Los Angeles, CA 90071
(213) 408-4518
[email protected]

An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this section if sent to the electronic mail address specified above. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form.

SECTION 23. NON-DISCRIMINATION AND EQUAL OPPORTUNITY
EMPLOYER.

In the performance of this Agreement, the CONSULTANT shall not discriminate against any employee, sub-consultant, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, mental condition or sexual orientation. The CONSULTANT will take affirmative action to ensure that sub-consultant and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

SECTION 24. CONFLICT OF INTEREST.

The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by the CONSULTANT under this Agreement, or which would conflict in any manner with the performance of its services hereunder. The CONSULTANT further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, the CONSULTANT shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this Agreement.

The CONSULTANT covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to t h e CITY as a result of the performance of this Agreement, or the services that may be procured by the CITY as a result of the recommendations made by the CONSULTANT. The CONSULTANT's covenant under this section shall survive the termination of this Agreement.

SECTION 25. 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 the CITY.

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.

SECTION 26. RETENTION OF RECORDS/AUDITS.

For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and the CITY 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. The CITY, 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.

SECTION 27. PROHIBITION OF EXPENDING CITY, STATE, OR FEDERAL FUNDS FOR LOBBYING.
a. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:
i. No State, Federal, or CITY 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.
ii. 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 FormLLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions in the LAPM.
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.

SECTION 28. 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, the 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. The 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. The CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov.

Code §§11135-11139.5, and the regulations or standards adopted by the CITY 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. The CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said department or the CITY shall require to ascertain compliance with this clause.
e. The CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
f. The 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 nondiscrimination 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. The 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 CITY components of the DBE Program Plan (as set forth in Section 30), the 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.

SECTION 29. 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:
i. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;
ii. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;
iii. Does not have a proposed debarment pending; and
iv. Has not been indicted, 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.

SECTION 30. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
PARTICIPATION.

This Agreement is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs” (also referred to as “DBE”). The CONSULTANT shall assist the CITY in a good faith effort to achieve California's statewide overall DBE goal and applicable requirements pursuant to 49 CFR 26.

SECTION 31. ENTIRE AGREEMENT.

This Agreement contains the entire understanding between the CITY and the CONSULTANT. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by each party. If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding.
[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. (“CITY”) (“CONSULTANT”)

CITY OF MONTEBELLO CUMMING MANAGEMENT GROUP,
INC.

Raul Alvarez, City Manager
Date:

Anothony Sanchez, Executive Vice
President
Date:

ATTEST:

Christopher Jimenez, City Clerk
APPROVED AS TO FORM:

Arnold M. Alvarez-Glasman, City Attorney

EXHIBITS
• Exhibit A – RFP No. 26-03
• Exhibit B – Consultant’s Proposal to RFP No. 26-03
• Exhibit C – Local Assistance Procedures Manual, Exhibit 10-R, Appendices A and E

EXHIBIT ‘A’
RFP NO. 26-03

CITY OF MONTEBELLO
REQUEST FOR QUALIFICATIONS (RFQual)
Labor Compliance & Program Administration Support Services RFQual No. 26-03
FOR

CITY OF MONTEBELLO, CALIFORNIA
Due Date: May 6, 2026, at 11 am PST
Submit RFQual online via PlanetBids
City of Montebello
Public Works Department
Attn: Vanessa Ramos, Administrative Manager
1600 W. Beverly Boulevard
Montebello, CA 90640
Telephone: (323) 887-1460
Email: [email protected]
City Website: https://cityofmontebello.com

Table of Contents
Introduction ............................................................................................................................... 3 About the City of Montebello.................................................................................................... 5 Proposed Scope of Work/Statement of Work.......................................................................... 5 Submissions.............................................................................................................................. 6 RFQual Timeline........................................................................................................................ 7 Non-Commitment of City .......................................................................................................... 8 Responsibility of Costs............................................................................................................. 8 Appendix A – Proposal Format and Content...........................................................................9 Appendix B – Evaluation Criteria ...........................................................................................12 Appendix C – Reference Sheet………………………………………………………………………14 Appendix D – Professional Services Agreement Template…………………………………….15

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 3 1. Introduction
The City of Montebello (hereinafter referred to as the "City") is pleased to present this Request for Qualifications (“RFQual”) soliciting Statement(s) of Qualifications (“SOQ”) from general vendors/consultant/contractors (hereinafter referred to as “Consultant”), seeking to submit proposals for Labor Compliance & Program Administration Support Services ("Services"). Based on the SOQ responses, the City will compile a short-list of qualified Consultants ("Short-List of Respondents"). The City intends to issue on-call bench list contracts to the consultants selected based on the quality of the proposals received.

SOQs are due on Wednesday, May 6, 2026 at 11:00 am PST through the City’s PlanetBids portal (“Portal”). Before submitting SOQs, Consultants must register as a “vendor” in the Portal.

Consultants are encouraged to register well ahead of the deadline to avoid any technical difficulties that may arise. All responses to this opportunity must conform to the requirements of this RFQual.

Failure to do so may result in the response being considered non-responsive.

The Public Works Department is seeking RFQual to solicit SOQs and Hourly Rates (Billing Rates) from qualified consulting firms to provide labor compliance support and program administration support services on various projects and programs. Qualified proposers will provide labor compliance services to monitor both Federal and State prevailing wage rates and other labor compliance related services on projects funded, though not limited to: Federal Highway Administration, State of California Department of Transportation, Southern California Council of Governments, Los Angeles County Metropolitan Transportation Authority and other applicable governmental funding agencies. The City of Montebello has adopted Agreement No. 4202 - Los Angeles, Orange Counties Building and Construction Trades Council. All projects over $500,000 require the awarded contractor to comply with the Project Labor Agreement. Proposers shall also aid the City in the implementation, oversight, coordination, and reporting of Federal and State funded projects. The selected consultant(s) will work in collaboration with City staff to provide administrative, technical, and programmatic support to ensure effective program implementation, requirement compliance, and timely reporting. The City intends to establish a bench of up to three (3) consultants to provide Labor Compliance & Program Administration Support Services on an oncall, as-needed basis. As projects are issued, the City may issue task orders, requests for service/proposal, or assign projects to one or more of the selected consultants based on the scope and requirements of the specific assignment.

The process for selecting the on-call bench list is described in Appendix B – (Evaluation Criteria), attached hereto and incorporated herein by this reference.

The City reserves the right to refrain from issuing on-call bench list contract based on SOQ received.

The City also reserves the right to re-issue the RFQual seeking additional SOQ based on its sole and independent judgment.

All qualifications submitted to the City shall become the exclusive property of the City. Once City staff has identified the on-call bench list of consultants, all qualifications shall become a matter of public record subject to disclosure, except for those elements of each qualification that are identified by the Consultant as business or trade secrets and marked as "Trade Secret", "Confidential”, or “Proprietary” and determined by the City to be exempt from disclosure under the Public Records Act (Cal. Gov. Code § 6250 et seq.) .

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 4 Each element of qualifications submittal that the Consultant desires not to be considered a public record must be marked as set forth above. If disclosure is required under the California Public Records Act or other applicable law, the City will make an independent determination and retain the confidentiality to the extent permitted.

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 5 2. About the City of Montebello
Montebello ("beautiful mountain" in Spanish and Italian) is a City in the County of Los Angeles, California. Founded in 1899 and incorporated in 1920, the City is an 8.37 square mile General Law City located east of Downtown Los Angeles. Currently, the City has a population of approximately 63,000 residents. It hosts a mix of various industries that represent the business diversity of the County of Los Angeles as a whole. It is a full-service City that provides a long list of services, employing approximately 480 full-time and part-time employees in public safety, transit, and nonsafety functions. In the upcoming years, the City anticipates growth in population and economic development. In preparation for this growth and increases in City service demands, the staff is seeking to improve the City infrastructure to support the expansion properly.

3. Proposed Scope of Work/Statement of Work
(This scope of work/statement of work is intended to provide interested Consultants submitting their SOQs a general understanding of the items and services required by the City. Shortly after selecting compiling the Short-List of Respondents, the City will issue on-call contracts to the selected consultants to begin performing Labor Compliance and Program Administration Support Services.)
Services provided under this RFQual will be for a three-year period starting on July 1, 2026, and ending on June 30, 2029, with the option to renew annually for an additional two (2) one-year extensions.

The consultant will provide labor compliance services for federal/state/county funded construction projects/programs and will ensure that the City complies with all regulations pertaining to labor compliance. Consultants shall provide labor compliance services to monitor construction projects/programs subject to Davis Bacon and Related Acts and/or Federal/State Prevailing Wage law requirements. Duties include, though are not limited to:
• Consultant shall review bid packages and ensure that reporting forms and wage rates are included per requirements of the project funding program(s) – federal and/or state as appropriate.
• Consultant shall obtain applicable wage rate information for the project funding source. The applicable wage rate decisions shall be provided to the prime contractor and all subcontractors for inclusion in all subsequent subcontractor contracts as required by applicable labor law.
• Consultant will participate in pre-construction meetings with prime contractor, subcontractors, and City staff for issues related to labor compliance standards. • Consultant will provide prime contractor and subcontractor(s) one-on-one training and assistance in completing required labor compliance documents (if needed). • When discrepancies are identified regarding pay and benefits with a contractor’s employee, consultant will work with the contractor to resolve the issue in an expedient manner, providing documentation of the problem and outcome to City staff and the project manager.

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 6 • Conduct on-site job interviews with the contractor, subcontractor, and employees to ensure compliance, documents and report findings as required for the duration of the project.
• Verify contractor and subcontractor are in compliance with the State Department of Industrial Relations website registration and reporting compliance. • Consultant will verify that the contractor and subcontractor licenses are current and active with the California State Contractor’s License Board, and they are not on the federal debarment list.
• Consultant will utilize the County’s LCP Tracking system and shall promptly review the weekly Certified Payroll Reports (CPRs) and eDocuments as received and notify the prime contractor of any deficiencies in wages, overtime compensation, incomplete or inaccurate CPRs, and/or incomplete or inaccurate Statement of Compliance.
• Prepare and disburse monthly progress labor compliance audit reports to City staff and project manager.
• Consultant shall assist with verifying release of progress payments. • At the conclusion of a project, the consultant shall provide the City with all documentation and correspondence related to the construction project. • Other labor compliance activities/duties as required by project funding source rules and regulations.
• Assistance with outreach associated with the project. • Assist with planning, coordination, and administrative processes of City projects. • Prepare material and supporting documents for project funding, including application and reporting.
• Consultant will support the City in tracking program performance and preparing required documentation for internal and external reporting purposes. • Consultant will support the maintenance of program documentation and coordinate with City staff, contractors, and funding agencies.
• Prepare program reports, summaries, and required documentation. • Maintain organized records and program files in accordance with applicable requirements.
• Consultant will assist with monitoring program compliance with regulations and funding requirements
The City is not obligated to pay any costs incurred by the proposer(s) in the preparation of the RFQual. Proposers agree that all costs incurred in developing a proposal are the proposer’s responsibility.

4. Submissions
Please review Appendix – A (Proposal Format), attached hereto and incorporated herein by this reference, for specific details regarding the information that needs to be included in your SOQ submission. Failure to provide all of the information requested in your SOQ may result in it being considered non-responsive.

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 7 Responses to this RFQual must be submitted electronically via the City’s PlanetBids Portal no later than Wednesday, May 6, 2026 at 11:00 am PST. Any responses that are transmitted and/or electronically time-stamped after the deadline shall not be accepted. Consultants planning to submit responses to this request are highly encouraged to register an account in the City's PlanetBids Vendor Portal and submit all documentation ahead of the deadline to avoid any technical difficulties/errors.

5. RFQual Timeline
• Release RFQual April 9, 2026
• Online Q&A Deadline April 20, 2026 at 12:00 pm
• City Issued Q&A Addendum April 23, 2026 at 12:00 pm
• Deadline to Submit SOQ via PlanetBids May 6, 2026 at 11 am PST • Notifications sent to selected Consultants May 21, 2026 • Tentative City Council Award of Professional Services Agreement June 10, 2026

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 8 6. Non-Commitment of City
It should be noted that this RFQual does not commit the City to solicit proposals and/or award a final agreement/contract, to pay any costs incurred in the preparation of qualifications for this request, of preparation of a proposal for this request, or to procure or contract the purchaser of any items and/or services.

7. Responsibility of Costs
All Consultants responding are responsible for costs associated with preparing materials in response to this RFQual, and the City assumes no responsibility for any such costs, incidental expenses, or any business losses.

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 9 Appendix A - Proposal Format and Content
***PLEASE REVIEW BEFORE SUBMITTING YOUR RESPONSE***
Consultants interested in this opportunity must submit a Statement of Qualifications (SOQ) providing details regarding their qualifications and experience. Using each Consultant's response, the City will develop a list of selected on-call Consultants (“Short-List of Respondents”). The City reserves the right, at its sole discretion, to increase the number of Contractors included to the Short-List of Respondents.

SOQ Format
To facilitate the evaluation process, all responses are required to adhere to the following format requirements. The City strongly encourages respondents to thoroughly review their qualifications prior to submission to ensure they adhere to the requirements. If the RFQual is not formatted or does not include all the listed items/sections, it may be deemed non-responsive.

Responses shall not exceed thirty (30) pages when printed on 8-½ -inch by 11-inch paper. Font Times New Roman Font (preferred), 12pt font size. The thirty (30) page-requirement does not include cover letter/letter of transmittal, or any items included as additional attachments. Proposals should also include the following:

1. Title Page showing the request for qualifications subject; the vendor’s name; the name, address, email and telephone number of the contact person; and the date of the proposal.

2. Table of Contents identifying the items/section listed in the “Proposal Content and Format” section of this RFQual.

3. Detailed proposal following the order set forth in the "Proposal Content and Format" of this RFQual.

SOQ Content
Your response should include the following sections/information:

1. Letter of Interest - Please include a letter expressing your interest in being considered for the project. Include a statement regarding the vendor's availability to dedicate time, personnel, and resources to this effort. The letter of interest must include a commitment to the availability of the vendor and all key project staff during the planning period and a proposed schedule designed to meet the City's needs for the project.

2. Project Understanding and Approach - Please include a statement demonstrating your understanding of the proposed project. Describe your general approach to completing the project successfully, methodologies and technologies you would employ, key milestones and processes you would employ. Describe what information you would expect the City to supply.

3. Relevant Experience - Please include information describing your experience providing similar services for public agencies. Provide a minimum of three (3) specific examples of relevant experience. At a minimum, the vendor should provide a list of the most recent

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 10 projects (i.e., completed within the last five (5) years is preferred, but samples outside of this timeframe will be accepted if relevant) for which the consultant has performed similar services of similar size, scope, and complexity.

4. Sub-contractors/Sub-consultants – If your firm works with sub-contractors/subconsultants to perform the services described in the proposed Scope of Work/Statement of Work for the Project, please provide the name, full address for each sub-contractor, as well as the name of a contact person and phone number. If awarded, the City will need to provide written approval for any services offered by any and all sub-contractor/subconsultant.

5. Proposed Scope of Services - Please provide a proposed Scope of Services, based on the Scope of Work contained in this RFQual; and discuss any ideas for modifying, clarifying, or improving the City’s proposed scope of work. Provide a realistic working schedule with key deliverables, milestones, and tasks.

6. Conflict of Interest Statement – The vendor shall disclose any financial, business, or other relationship with the City that may have an impact upon the selection process. If the vendor does not have any such conflicts, a statement declaring such should be included in their submission.

7. Cost Proposal – Cost proposal should include the following:

Total All-Inclusive Not-To-Exceed Maximum Price: The cost proposal should contain all pricing information relative to performing the scope of work as described in this request for qualifications. The total all-inclusive maximum not-to-exceed price is to contain all direct and indirect costs, including all out-of-pocket expenses. Provide a budget for each significant milestone for the entire scope of services. The proposed budget should be inclusive of all meetings, conference calls, site visits and deliverables. The budget should include a list of anticipated reimbursable expenses with rates charged for each.

Component Costs: Include separate schedules of all fees and expenses for each of the work tasks and deliverables described in this RFQual. These schedules should include hourly rates and number of hours anticipated for each staff level; as well as out-of-pocket expenses such as travel and transportation, meals, communications, and duplication costs. The total of these separate schedules should have a direct relationship to the total all-inclusive maximum price.

Rates for Additional Services: If it should become necessary for the City to request the successful vendor to render additional services to either supplement services requested in this RFQual or to perform any additional work as a result of the specific recommendations included in any report issued resulting from this engagement, then such additional work shall be performed only if set forth in an addendum to the contract between the City and the Consultant. Any such additional work would be performed at the same rates submitted in the dollar cost bid unless otherwise noted in the proposal.

8. References – Using Appendix C – References, please provide details regarding each reference. This should include the name, contact person, address, phone number, and email address of each party for whom the service was provided, as well as a description of the service performed, the dollar amount of the contract, and the date of performance. The

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 11 City may contact the individual listed at its discretion. Resumes may also be included in this section for any key staff associated with project.

9. Redline Comments on the Professional Services Agreement Template – Using Appendix D – Proposers are requested to review the Professional Services Agreement template provided and submit any proposed redline revisions with their response. Following the award of the RFQual, the City will evaluate all submitted redline comments in coordination with the City Attorney and will work with the selected firm(s) to reach mutual agreement on the final contract terms. Proposers must demonstrate full compliance with the City’s insurance requirements as a condition of eligibility.

10. Additional Attachments (Optional) – Please use this section to attach any information that was not previously included identified in any other section.

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 12 Appendix B – Evaluation Criteria
***PLEASE REVIEW BEFORE SUBMITTING YOUR RESPONSE***
Through this RFQual No. 26-03process, the City will identify a qualified pool of at least three (3) Consultants (“Short List of Respondents”) for the Labor Compliance and Program Administration Support Services (“Services”).

Consultants will submit a Statement of Qualifications (SOQ) adhering to the guidelines identified in Appendix A - (Proposal Format and Content). Failure to comply with the format and include all of the required sections may result in the proposal being considered "non-responsive" and no longer eligible for selection. The selection process will commence with a preliminary review of the proposals to ensure formatting and page limit guidelines were followed. The review will be conducted on a pass/fail basis.

All SOQs that receive a “pass” grade will move on to the comprehensive evaluation by the selection committee. Scoring will be based upon the following criteria and scores.

Understanding of the City’s Requirements (Up to 20 points) Experience (Up to 60 points)
Execution of Services (Up to 10 points)
Reference Checks (Up to 10 points)
Business Preferences – 1 additional point will be awarded for businesses that identify as one or more of the following:

Local Business (within the City of Montebello and an active/current business license) Very Small Business Enterprise (VSBE)
Disabled Veteran Business Enterprise (DVBE)
Minority-Owned Business Enterprise (MBE)
Woman-Owned Business Enterprise (WBE)
Documentation certifying a business that falls into one or more of these categories should be included in the "Additional Attachments" section.

Consultants have an opportunity to receive a score of up to 105 points.

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 13 Evaluation Criteria Summary
SOQ Format – Does the response adhere to the page limit (30 pages, not cover letter/transmittal letter and additional attachments), font, and font size? Pass/Fail
Does the SOQ include all sections/content listed in
Appendix A?
 Cover Letter/Letter of Interest
 General Consultant Information
 Statement regarding your understanding and
approach
 Subcontractors/Sub-consultants
 Proposed Scope of Services
 Cost Proposal
 Experience with Labor Compliance & Program
Administration Support Services
 Conflict of Interest Statement
 References
 Additional Attachments (Optional)
Pass/Fail
Understanding of the City’s Requirements – The
Consultant has reviewed the City requirements and
demonstrated a competent level of performance. 20 points Experience – Previous work in the public/private section is consistent with the work the City is seeking. 60 points Execution of Services – The Consultant has described a
straightforward, planned approach to providing Labor
Compliance and Program Administration Support Services. 10 points
Reference Checks – References provided feedback. No
terminated voided contracts are listed.
10 points
Business Preferences
Local Business (w/n the City of Montebello)
Very Small Business Enterprise (VSBE)
Disabled Veteran Business Enterprise (DVBE)
Minority-Owned Business Enterprise (MBE)
Woman-Owned Business Enterprise (WBE)
1 point for each category, up to 5
points
(Proof of each eligible category
should be provided in the
“Additional Attachments” section)

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 14 Appendix C – Reference Sheet
Entity Name
Business Address
Name of Contact
Title Contact
Telephone Number of Contact
Email of Contact
Description of Project
Date of Service
Entity Name
Business Address
Name of Contact
Title Contact
Telephone Number of Contact
Email of Contact
Description of Project
Date of Service
Entity Name
Business Address
Name of Contact
Title Contact
Telephone Number of Contact
Email of Contact
Description of Project
Date of Service

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 15 Appendix D – Professional Services Agreement Template

EXHIBIT ‘B’
Cumming Construction Management Inc. Proposal

City of Montebello
Labor Compliance & Program
Administration Support Services
RFQual No. 26-03
May 6, 2026
cumming-group.com

Table of Contents

1. Letter of Interest iii

2. Project Understanding and Approach 1

3. Relevant Experience 4

4. Sub-Contractors/Sub-Consultants 10

5. Proposed Scope of Services 11

6. Conflict of Interest Statement 15

7. Cost Proposal 16

8. References 17

9. Redline Comments iv

10. Additional Attachments 25

SECTION 1
Letter of Interest

350 South Grand Ave.

Suite 1900
Los Angeles, CA 90071
T 213 408 4518
cumming-group.com
City of Montebello
Public Works Department
Attn: Vanessa Ramos, Administrative Manager
1600 W. Beverly Boulevard
Montebello, CA 90640
Re: RFQual No. 26-03 – Labor Compliance & Program Administration Support Services Dear Ms. Ramos and Members of the Selection Committee:

Cumming Management Group, Inc. (“Cumming Group”) is pleased to submit our Statement of Qualifications to the City of Montebello for Labor Compliance & Program Administration Support Services. We appreciate the opportunity to be considered for this on-call bench and are confident that our experience supporting California public agencies on labor compliance, prevailing wage monitoring, and funded project administration aligns well with the City’s needs.

Cumming Group understands that the City is seeking responsive, on-call support for both labor compliance services and broader program administration support associated with federally, state, and locally funded public works projects. We are well prepared to provide practical, scalable, and well-documented support across multiple project phases, including planning, preconstruction, active construction, reporting, and closeout.

Cumming Group is fully available to dedicate the time, personnel, and resources necessary to support the City under this contract. Our in-house labor compliance team has the capacity to respond quickly to assignment needs, maintain consistent oversight, and provide clear communication and documentation throughout each task order. We do not anticipate the need to rely on subconsultants for these services.

Cumming Group acknowledges receipt of Addendum No. 1 and commits to the availability of the firm and all proposed key staff during the planning period, including periods when the City is pursuing funding opportunities, preparing grant applications, and developing preliminary project documentation.

Our team understands that early-phase support may be essential to establishing the compliance procedures, documentation protocols, and reporting expectations needed for successful project delivery.

Cumming Group appreciates the opportunity to support the City of Montebello and would be honored to serve as a member of the City’s on-call bench for these services. Thank you for your consideration.

Sincerely,
Anthony Sanchez, RME, Assoc. DBIA
Executive Vice President
P: 323-855-4710 / E: [email protected]

SECTION 2
Project Understanding
and Approach

Please include a statement demonstrating your
understanding of the proposed project. Describe
your general approach to completing the project
successfully, methodologies and technologies you
would employ, key milestones and processes you
would employ. Describe what information you would
expect the City to supply.

Cumming Group understands that the City of
Montebello is seeking flexible, on-call support that
bridges two closely related but distinct needs: labor
compliance services for publicly funded construction
projects and program administration support for
funded public works projects and programs.

As described in the RFQual, the City is looking for
consultant support not only to monitor compliance
with Federal and State prevailing wage requirements,
but also to assist with the implementation, oversight,
coordination, documentation, and reporting associated
with funded projects.

The selected consultant(s) will work in collaboration
with City staff to provide administrative, technical,
and programmatic support on an as-needed basis,
with assignments issued through task orders, requests
for service/proposal, or direct assignment depending
on project needs.

We understand this to be an on-call services contract
intended to support a varied public works portfolio,
rather than a single defined project. Through the
RFQual and Addendum No. 1, the City indicates
that its typical projects include street rehabilitation and paving, traffic signals, pedestrian improvements,
ADA enhancements, sewer improvements, storm
drain improvements, bridges, underpasses, and
streetlights, with recent project values generally
ranging from $100,000 to $4M.

The City also noted that it averages roughly 4 to
10 projects per year, and that some assignments
may trigger additional labor requirements such as
compliance with the City’s Project Labor Agreement
for projects above the stated threshold.

We also understand that Montebello’s need extends
earlier in the project lifecycle than traditional
construction-phase labor compliance alone. The
Addendum clarifies that the “planning period”
includes the phase during which the City is
pursuing funding, preparing grant applications,
and developing preliminary project documentation.

That is significant because it means the City is not
simply looking for a consultant to review certified
payrolls after construction begins; it is looking for
a partner that can help establish the compliance,
documentation, and reporting framework that
supports projects from planning through closeout.

Another important consideration is that the City
confirmed it does not currently maintain its own
labor compliance tracking system and instead relies
on consultants to provide labor compliance services.

We take that to mean the selected consultant must
bring not only technical knowledge of prevailing
wage requirements, but also the organizational
structure, reporting discipline, and practical tools
needed to help the City maintain consistent,
well-documented compliance across multiple
assignments.

Understanding of the City’s Needs
Based on the RFQual, we believe the City’s
priorities center on four core needs: dependable
labor compliance administration, scalable on-call
support, organized and audit-ready documentation,
and a consultant that can function as a practical
extension of City staff.

Labor Compliance Administration
The City needs a consultant that can provide reliable
labor compliance administration across a variety of
public works assignments. That includes support
for State and Federal prevailing wage requirements,
certified payroll review, apprentice compliance,
contractor outreach and training, field interviews,
discrepancy resolution, monthly reporting, and
project closeout documentation.

SECTION 2
Project Understanding and Approach
cumming-group.com 1 City of Montebello | RFQual No. 26-03

Flexible, Scalable Support
Because this is an on-call bench arrangement,
the level of effort will vary from assignment to
assignment. Some task orders may involve active
construction monitoring for a straightforward
improvement project, while others may involve
broader coordination and reporting support tied
to funding requirements, project planning, or
preconstruction compliance setup. The City
therefore needs a consultant that can respond
quickly, apply the appropriate level of staffing, and
adjust as project and funding conditions evolve.

Documentation and Reporting Discipline
The City also needs support that will help it maintain
clear, organized, and audit-ready documentation.

The RFQual places strong emphasis on reporting,
file maintenance, coordination with funding
agencies, and preparation of required documentation
for internal and external use. In our experience, this
is especially important for smaller and mid-sized
public works programs where multiple funding
requirements, contractor submittals, and reporting
deadlines must be managed carefully to protect
compliance and funding eligibility.

Extension of City Staff
Finally, the City needs a consultant that can function
as a practical extension of City staff. The selected
team will need to work closely with project managers,
contractors, subcontractors, and funding partners
while also helping the City communicate expectations
clearly, resolve issues early, and maintain forward
progress across multiple assignments. We view that as
both a technical and a service responsibility.

Key Delivery Considerations
Several delivery considerations will shape
successful performance under this contract.

One is the need to align compliance administration
with the specific funding and regulatory drivers
applicable to each task order. Montebello’s projects
may involve Federal Highway Administration,
Caltrans, SCAG, Metro, and other governmental
funding sources, each of which may introduce
different documentation, reporting, and oversight
requirements.

In addition, the City confirmed in the Addendum that
federally funded projects may require monitoring
for Section 3 and BABA requirements. That means
the selected consultant must be prepared to tailor
its approach to the particular funding structure and
compliance obligations of each assignment rather
than applying a one-size-fits-all process.

A related consideration is the need to integrate labor
compliance and broader program administration
support rather than treating them as separate silos.

The RFQual’s scope includes not only certified
payroll and labor monitoring activities, but also
assistance with outreach, planning, coordination,
funding applications and reporting, performance
tracking, and maintenance of organized program files.

We believe the City will benefit most from a
consultant that approaches these responsibilities as
part of a single support framework: one that helps
the City maintain consistent documentation, clear
communication, and defensible compliance records
from project initiation through closeout.
cumming-group.com 2 City of Montebello | RFQual No. 26-03

Just as important is the need for proactive issue
prevention. On public works projects of this
type, the most effective compliance programs are
not purely reactive. They establish expectations
early, educate contractors and subcontractors,
identify documentation gaps quickly, and address
discrepancies before they develop into larger
payment, reporting, or audit issues. We believe
Montebello will be best served by a consultant that
emphasizes early coordination, contractor guidance,
and disciplined follow-through.

Our Approach to Successful Delivery
Cumming Group’s approach is built around the idea
that compliance and program administration should
support project delivery, not slow it down. We
approach assignments like these as an extension of
public agency staff, combining technical rigor with
practical, day-to-day responsiveness.

Establish the Framework Early
For each assignment, we will begin by confirming the
project’s funding source, labor standards, reporting
requirements, applicable wage determinations, key
documentation needs, and lines of communication.

By clarifying those items at the outset, we can help
the City and its contractors move forward with a
common understanding of expectations and reduce
confusion later in the project lifecycle.

Maintain Active Oversight
Successful compliance administration depends
on disciplined review of payrolls, submittals,
certifications, and field conditions, supported by
regular reporting and direct coordination with the
City and project team. Our role is not just to collect
documents, but to verify compliance, identify gaps,
document findings clearly, and support timely
resolution.

Keep Documentation Organized
Because Montebello’s assignments may involve
multiple funding and reporting obligations, we
will focus on maintaining records in a manner
that supports monthly monitoring, reimbursement
documentation, external reporting, and project
closeout. Strong documentation is essential both for
day-to-day project management and for protecting
the City in the event of later audit or funding review.

Scale Support to the Assignment
Some assignments may require more intensive labor
compliance monitoring during active construction,
while others may require broader program
administration support during planning, funding
pursuit, or reporting phases. Our approach is designed
to be flexible so that the City receives the level and
type of support appropriate to each task order.

This overall philosophy reflects how we have
supported other California public agencies on
labor compliance and grant or program-support
assignments: by combining technical compliance
knowledge with practical coordination, responsive
communication, and consistent documentation
control. That same approach is especially well suited
to Montebello’s stated need for on-call support across
a variety of project types and funding conditions.

Information and Coordination
Needed from the City
To support successful delivery, we anticipate needing
several categories of information from the City at the
beginning of each assignment. At a minimum, we
would expect to coordinate with City staff regarding
the applicable funding source and compliance
requirements; available project documents such as
bid packages, specifications, schedules, and contracts; designated City points of contact; contractor and
subcontractor information; and any existing reporting
formats, file conventions, or agency-specific
requirements the City wants us to follow.

We would also expect close coordination with City
staff regarding project status, anticipated contractor
mobilization, payment milestones, and any issues
requiring City direction or escalation. Because
the RFQual contemplates support that may begin
during planning and funding pursuit, we would
similarly coordinate with the City on grant-related
documentation needs, reporting expectations, and any
required coordination with outside funding partners.
cumming-group.com 3 City of Montebello | RFQual No. 26-03

SECTION 3
Relevant Experience

Please include information describing your experience providing similar services for public agencies.

Provide a minimum of three (3) specific examples of relevant experience. At a minimum, the vendor should provide a list of the most recent projects (i.e., completed within the last five (5) years is preferred, but samples outside of this timeframe will be accepted if relevant) for which the consultant has performed similar services of similar size, scope, and complexity.

Cumming Group has significant experience providing labor compliance, PLA/CWA administration, and related program support services for public agencies throughout California. Our team has supported municipalities, counties, transportation agencies, utility providers, and other public-sector owners on a diverse range of federally, state, and locally funded capital projects, helping clients maintain compliance with prevailing wage requirements, certified payroll reporting, apprenticeship standards, funding-related documentation, and other project-specific labor and administrative obligations.

In each case, we have served as a responsive extension of agency staff, coordinating closely with owners, contractors, subcontractors, and funding partners to support compliant, well-documented, and efficiently administered project delivery.

Representative clients and projects (with project value) are provided below. All of the projects listed are either ongoing or were completed within the last five years.

Cumming Group has provided labor compliance monitoring services for the City of Menifee’s capital improvement program, supporting a wide range of public works assignments including street rehabilitation, traffic signalization, ADA and pedestrian improvements, parking lot upgrades, and other city facility projects. Our services have included payroll and compliance-form review, field interviews, contractor support, and ongoing prevailing wage guidance. • Civic Center Parking Lot – $3.29M
• Paloma Wash Pedestrian Bridge – $3.71M
• FY 22-23 Slurry Seal Program (2 Phases) – $645,000
• Murrieta Road Resurfacing – $1.7M
• Police Department Parking Lot Upgrades – $79,646
• PMP 23-01 Slurry Seal Program – $515,000
• Romoland Grid Resurfacing Project – $793,691
• Casa Blanca + Willows/Lake Ridge Community Resurfacing Project – $2M • FY 23-24 Crack Seal – $61,594
• Quail Valley Grid Area Streetlights Project – $89,500 • Kay Ceniceros Parking Lot Renovation – $179,199
SECTION 3
Relevant Experience
City of Menifee
cumming-group.com 4 City of Montebello | RFQual No. 26-03

• Bradley Road/Paloma High School Entrance Improvements – $324,670 • Local Roads AC Resurfacing – $894,410
• La Piedra Road at Bell Mountain MS Pedestrian Improvements – $600,000 • PMP 24-01 Slurry Seal Program – $799,387
• Menifee Road Resurfacing – $1.71M
• Krikorian Entertainment Complex Demolition + Site Clearance – $231,000 • McCall Blvd/Sun City Westbound Turn Pocket Extension – $122,500 • PMP 25-01 Slurry Seal – $57,850
• Cherry Hills Facility Improvement – $175,000
• Beth Street Improvements – $209,000
• PMP 25-01 Slurry Seal Program (Crack Seal) – $58,000
• Kay Ceniceros Senior Center Roof Rehabilitation – $60,000 • CIP 22-11 Park and Facility Multi-Use Building – $98,000 Cumming Group has provided on-call labor compliance services to the City of Irvine across multiple capital improvement projects, including roadway, site infrastructure, tenant improvement, and Great Park assignments. Our role has included labor compliance and CWA monitoring, pre-job coordination, certified payroll review, prevailing wage verification, local hire reporting, technical support, and discrepancy resolution.
• Harvard Avenue and Michelson Drive Intersection Improvements – $3.65M • Civic Center Wing Third Floor Tenant Improvement – $844,622 • Building 369 Renovation (Aviator Hall) – $19M
• Great Park Parking Lot 6 & 7 Connector – $200,000
• Great Park Parking Lot 6 Expansion – $39.2M
• Public Safety Locker Room Expansion – $2.1M
• Cultural Terrace District Utilities Project – $12M
• Great Park Operations and Maintenance Facility – $15M Cumming Group is currently providing labor compliance monitoring services for City of Murrieta projects including park improvements, parking lot upgrades, and other public facility work. Our responsibilities City of Irvine
City of Murrieta
cumming-group.com 5 City of Montebello | RFQual No. 26-03

have included contractor payroll review, fringe benefit review, apprenticeship verification, training-fund compliance, owner coordination meetings, discrepancy notices, and DIR eCPR technical support. • TSP Parking Lot & Monument – $2.35M
• Glen Arbor Dog Park – $924,277
• Murrieta Innovation Center – $3.67M
• Fire Station No. 1 Site Improvements – $2.78M
• Alderwood Pickleball Courts – $307,629
• Murrieta Children’s Library Expansion – $5.19M
• Synthetic Turf Fields Replacement – $994,850
Cumming Group has provided on-call labor compliance services for transportation infrastructure projects delivered under federal and state requirements. Our services have included coordination with the Resident Engineer, monitoring of Davis-Bacon and State Labor Code compliance, review of contractor payrolls and documentation, and administration aligned with Caltrans labor compliance procedures. • I-10 East Bound Truck Climbing (CM contract – Dynamic Engineering) – $3.49M • I-10 East Bound Truck Climbing (Construction – Sema Const.) – $24.93M • SR 210 Lane Addition / Base Line Interchange – $22.67M Cumming Group provides on-call labor compliance monitoring and PLA administration services for a wide range of Long Beach Utilities capital projects. These assignments include HVAC replacement, water main replacement, sewer rehabilitation, cathodic protection, pump station and treatment-plant improvements, and related transition and closeout efforts. Our responsibilities have included payroll review, prevailing wage and apprenticeship monitoring, PLA administration, and coordination with Utilities staff and project consultants. In addition, our team monitors PLA and Prevailing wages for the inspections portion of the construction management contracts on various projects.
• GWTP HVAC Replacement Project CM and Inspections – $654,130 • GWTP HVAC Replacement Project – $7.97M
• Spinnaker Bay Drive Water Replacement Phase 1 CM and Inspections – $391,075 • Spinnaker Bay Drive Water Replacement Phase 1 – $3.86M • Cathodic Protection Improvement of Recycled Water Systems Project – Phase 5 – $462,800 • Sanitary Sewer Rehabilitation + Replacement, Project 9 – $974,508 San Bernardino
Transportation Authority
Long Beach Utilities
cumming-group.com 6 City of Montebello | RFQual No. 26-03

• Sanitary Sewer Rehabilitation + Replacement, Project 10 – $859,822 • Spinnaker Bay Drive Water Replacement Phase 2 – $3.01M • Golden Avenue Water Main Replacement Project – $912,081 • Water Main Improvement Project 3-A Ximeno Avenue CM and Inspections – $2.19M • Water Main Improvement Project 3-A Ximeno Avenue – $228,710 • GWTP Filter Gallery Valve Rehabilitation – Phase 1 CM and Inspections – $496,989 • GWTP Filter Gallery Valve Rehabilitation – Phase 1 – $2.06M • GWTP Treatment Plant Filter Inspection and Repair – $4.05M • Direct Install Appliances – $200,000
• Equipping of Water Wells Alamitos 9A and 14 CM and Inspections – $6.85M • Equipping of Water Wells Alamitos 9A and 14 – $1.81M
• Reservoir Chemical Dosing System – $3.97M
• Reservoir Chemical Dosing System CM and Inspections – $692,521 • S-8 Sewer Lift Station Rehabilitation – $4.97M
• Broadway Court Sewer Lateral Repair Project – $100,455 • Water Main Improvements at Long Beach Airport South CM and Inspections – $1.54M • Water Main Improvements at Long Beach Airport South – $338,570 • 32nd Street Booster Pump Station Rehabilitation – $8.05M • 32nd Street Booster Pump Station Rehabilitation CM and Inspections – $1.27M • LADWP Haynes Generating Station Recycled Water Pipeline – $16.7M Cumming Group has supported the City of Long Beach on a broad range of municipal projects, with experience spanning civic, site, parking, and infrastructure-related improvements. Our City of Long Beach experience includes recurring labor compliance assignments and prevailing wage oversight across numerous public works projects, giving our team strong familiarity with the compliance demands of active municipal capital programs.
• West Health Child Development Center – $2.3M
• LAZ Parking Pike Elevators – $109,350
• LAZ Parking Landscaping – $163,450
• Sorrento Trail Improvement – $16,940
• 400 W Broadway – Fire Pump Replacement – $69,580
• LAZ Parking – Pike Standpipe – $1,808
• LAZ Parking CP C Power Washing – $4,100
• LAZ Parking Linden Landscaping – $8,646
City of Long Beach
cumming-group.com 7 City of Montebello | RFQual No. 26-03

Cumming Group has supported the City of Pomona on multiple public projects as both labor compliance consultant and construction management partner. Our work has included prevailing wage monitoring, payroll review, apprentice verification, contractor technical assistance, required form tracking, discrepancy resolution, and assistance with Public Records Act requests related to certified payroll and compliance documentation.
• Pomona Library Facility Improvement Project – $5.56M
Cumming Group has supported the City of Corona with labor compliance services for public works assignments involving pedestrian and facility improvements. Our services have included certified payroll review, supporting documentation review, on-site interviews, meeting participation, and discrepancy tracking to help the City maintain compliant, well-documented project delivery. • Sidewalk Gap Close at Chase Drive and Smith Avenue – $570,464 • Corona Library Innovation Center – $1.4M
Cumming Group has provided labor compliance monitoring and enforcement services for County of Imperial public works assignments funded through state and federal sources. This work has included resurfacing, stormwater, ADA, and other public improvements, supported by certified payroll review, field interviews, discrepancy tracking, and close coordination with County staff and contractors. • Behavioral Health Juvenile Parking and Site Improvements – $1.38M • ADA Inclusive Playground – Sunbeam Lake – $1.33M
• ADA Inclusive Playground – Wiest Lake – $1.33M
• Desert Shores Soccer Park Phase 1 – $2.12M
City of Pomona
City of Corona
County of Imperial
cumming-group.com 8 City of Montebello | RFQual No. 26-03

Cumming Group has provided labor compliance support for major park and recreation improvements for the City of Port Hueneme. This work demonstrates our ability to support municipal clients on publicly funded site-development projects with significant accessibility, landscape, recreation, and public amenity components.
• Bubbling Springs Park Renovation – $11.45M
Cumming Group has provided advanced compliance support on major City of Los Angeles infrastructure work through its role as Jobs Coordinator for Jacobs. On these assignments, our team has monitored state and federal labor compliance requirements, XBE utilization, and PLA administration, while coordinating closely with the Bureau of Contract Administration and project stakeholders. • Donald C. Tillman Advanced Water Purification Facility (AWPF) – $522.38M • Donald C. Tillman Advanced Water Equalization Basins (AWEB) – $167.38M Cumming Group has provided labor compliance support for City of Lancaster projects involving major public facility and park improvements. This experience further reflects our ability to support municipal clients on publicly funded capital projects requiring careful payroll monitoring, contractor coordination, and compliance documentation.
• Lancaster Stadium Renovations – $14.12M
• Samaritan Purse Park – $7.45M
City of Port Hueneme
City of Los Angeles
City of Lancaster
cumming-group.com 9 City of Montebello | RFQual No. 26-03

SECTION 4
Sub-Contractors/
Sub-Consultants

If your firm works with sub-contractors/subconsultants to perform the services described in the proposed Scope of Work/Statement of Work for the Project, please provide the name, full address for each subcontractor, as well as the name of a contact person and phone number. If awarded, the City will need to provide written approval for any services offered by any and all sub-contractor/subconsultant.

Cumming Group does not anticipate the use of subcontractors or subconsultants for the services proposed under this contract. All services will be performed by our in-house labor compliance professionals, providing the City with direct accountability, consistency in compliance monitoring, and streamlined communication throughout the duration of each assignment.

SECTION 4
Sub-Contractors/Sub-Consultants
cumming-group.com 10 City of Montebello | RFQual No. 26-03

SECTION 5
Proposed Scope of Services

Please provide a proposed Scope of Services, based
on the Scope of Work contained in this RFQual;
and discuss any ideas for modifying, clarifying, or
improving the City’s proposed scope of work.

Cumming Group will provide flexible, on-call labor
compliance and program administration support
services tailored to the specific needs of each project or program assignment issued by the City. Based
on the RFQual, we understand that these services
may be requested through task orders, requests for
service/proposal, or direct project assignments, and
that the level of effort may vary depending on project
type, funding source, delivery stage, and compliance
requirements. Our proposed scope is therefore
intended to reflect the range of services we will
provide under this on-call contract rather than a fixed level of effort for any one defined project.

We also understand from Addendum No. 1 that
respondents are to provide fully burdened hourly
rates at the SOQ stage, with assignment-specific cost
proposals to be prepared after award as projects and
programs are issued. Accordingly, the scope below
is organized around the service areas identified in
the RFQual and the manner in which we anticipate
supporting the City across planning, preconstruction,
active monitoring, reporting, and closeout.

Pre-Bid and Preconstruction
Compliance Support
Cumming Group will support the City at the outset
of each assignment by helping establish the labor
compliance framework applicable to the specific
project or program. This will include review
of available bid and contract documentation,
confirmation of applicable labor requirements,
and coordination with City staff and contractors
regarding expectations for compliance and reporting.

Our services during this phase may include:
• Reviewing bid packages to confirm inclusion of
required wage determinations, reporting forms,
and labor compliance provisions
• Obtaining and confirming applicable State and
Federal prevailing wage information based on
the project funding source
• Preparing labor compliance checklists, contractor
guidance materials, and startup documentation
• Participating in preconstruction meetings with
City staff, prime contractors, and subcontractors
to address labor compliance requirements
• Providing one-on-one training and technical
assistance regarding certified payroll reporting,
required compliance forms, apprentice
documentation, and other project-specific labor
standards requirements
This early support is intended to reduce confusion
during construction, establish clear expectations
from the beginning, and help the City and
contractor team start each assignment with a shared
understanding of applicable compliance obligations.

Contractor and Subcontractor
Compliance Monitoring
During active project delivery, Cumming Group
will provide ongoing labor compliance monitoring
services to help the City maintain compliance
with applicable State, Federal, and fundingsource requirements. We will review contractor and subcontractor documentation in a timely and
organized manner and work proactively to identify
deficiencies, document issues, and support resolution.

Our services may include:
• Reviewing weekly or periodic Certified Payroll
Reports and related eDocuments
• Verifying prevailing wage payment, overtime
compliance, fringe benefit reporting, and worker
classifications
• Reviewing Statements of Compliance and other
required contractor labor forms for completeness
and accuracy
• Confirming contractor and subcontractor
registration with the Department of Industrial
Relations
SECTION 5
Proposed Scope of Services
cumming-group.com 11 City of Montebello | RFQual No. 26-03

• Confirming that contractor and subcontractor
licenses are current and active
• Verifying that firms are not listed on the federal
debarment list, where applicable
• Identifying deficiencies, discrepancies, or
missing documentation and promptly notifying
the contractor
• Tracking responses, corrections, and outstanding
items through resolution
Our objective here is not simply to collect
compliance documents, but to help the City maintain
a monitoring process that is timely, defensible, and
practical to administer across multiple assignments.

Jobsite Interviews, Contractor
Support, and Discrepancy Resolution
Cumming Group will conduct on-site worker
interviews and related field verification activities
throughout the duration of each assignment,
as appropriate to project scope and funding
requirements. These activities are intended to confirm
consistency between field conditions and contractorsubmitted payroll and compliance records and to support early identification of potential labor issues.

When discrepancies are identified regarding wages,
benefits, classifications, apprenticeship compliance,
or other labor requirements, we will work directly
with the contractor to resolve the issue in an
expedient and well-documented manner. We will
provide City staff and the project manager with clear
documentation of the issue, the actions taken to
address it, and the final resolution. Where needed,
we will also support the City with recommendations
regarding further corrective action, follow-up
review, or documentation needed to support
compliance enforcement.

We also view contractor education and technical
assistance as part of effective compliance
administration. In our experience, many recurring
deficiencies can be minimized by establishing
expectations early, providing practical guidance on
forms and reporting requirements, and maintaining
open communication throughout the assignment. We
will therefore remain available to help contractors and subcontractors understand submission expectations,
address documentation questions, and correct issues
before they become larger compliance problems.

Monthly Reporting, Progress Support,
and Closeout Documentation
Cumming Group will prepare and distribute regular
labor compliance reporting to help the City maintain
visibility into project status, contractor compliance,
outstanding issues, and required follow-up actions.

Our reporting will be structured to provide City staff
with practical day-to-day information while also
supporting funding oversight and future audit review.

Our services may include:
• Preparing monthly labor compliance audit
reports or status summaries
• Summarizing contractor and subcontractor
compliance status, outstanding discrepancies,
and corrective actions
• Tracking recurring issues, unresolved items, and
risk areas requiring City attention
• Assisting the City, as requested, with
documentation associated with progress payment
review
• Preparing summary information and supporting
records for internal or external reporting purposes
At project closeout, we will provide the City with
complete documentation and correspondence related
to the construction project, including organized
records of payrolls, field interviews, notices,
contractor forms, and final compliance materials.

Our goal will be to leave the City with a complete
and well-organized record of each assignment rather
than a collection of disconnected files.
cumming-group.com 12 City of Montebello | RFQual No. 26-03

Program Administration and
Funding Support
In addition to labor compliance monitoring,
Cumming Group will support the City in the
broader administration of funded projects
and programs. We understand this to be a key
component of the RFQual and one that extends
beyond construction-phase compliance alone.

Depending on the nature of the assignment, our
services may begin during the planning period and
continue through reporting and closeout.

These services may include:
• Assisting with outreach associated with the
project or program
• Supporting planning, coordination, and
administrative processes associated with City
projects
• Preparing materials and supporting
documentation for project funding applications,
submittals, and reporting
• Supporting the City in tracking program
performance and maintaining required
documentation for internal and external
reporting
• Coordinating with City staff, contractors, and
funding agencies regarding documentation,
reporting requirements, and compliance
obligations
• Preparing program reports, summaries, and
required supporting documentation
• Assisting in monitoring compliance with
applicable regulations, grant conditions, and
funding requirements
Where assignments involve State or Federal funding,
our team will help the City maintain clear linkage
between project activity, labor documentation, and
funding-related reporting requirements.

As needed, we will assist with assembling backup
materials, maintaining organized support files,
and preparing summaries that can be used for
reimbursement support, progress reporting, or
agency review. This integrated approach is intended
to help the City protect funding eligibility while
reducing administrative burden on City staff.

Records Management and
Audit-Ready File Maintenance
Cumming Group will maintain organized records
and project files throughout the duration of each
assignment. Our goal will be to help the City
maintain consistent, accessible, and audit-ready
documentation across both labor compliance and
broader program administration activities.

This may include tracking payroll records,
compliance forms, correspondence, contractor
submittals, interview records, monthly reports, and
supporting funding documentation in a structured
manner that aligns with project and program needs.

We understand that the City does not currently
maintain its own labor compliance tracking system,
so we will furnish the organizational discipline and
documentation controls needed to support each
assignment effectively.

Our records-management approach will emphasize:
• Consistency in documentation and filing practices
• Timely capture of correspondence and
compliance activity
• Clear organization of supporting materials for
monthly reporting and closeout
• Retrieval of records in the event of audit,
funding review, or internal follow-up
cumming-group.com 13 City of Montebello | RFQual No. 26-03

Additional Assignment-Specific Services
Cumming Group understands that certain
assignments may involve additional requirements
depending on project size, funding source, or
contract terms. As applicable, we will support
assignment-specific needs such as:
• Project Labor Agreement administration for
projects that trigger PLA requirements
• Additional Federal compliance monitoring,
including Section 3 and Build America, Buy
America (BABA) requirements
• Agency-specific reporting or documentation
obligations associated with funding partners
such as FHWA, Caltrans, Metro, SCAG, HUD,
or other applicable agencies
• Additional contractor education, working
sessions, or closeout coordination needed to
resolve complex compliance issues
Suggested Scope Modifications
or Improvements
Cumming Group generally finds the City’s proposed
scope to be comprehensive and well aligned with
the City’s stated objectives. To support efficient
implementation under an on-call bench structure, we
offer the following suggested refinements:
• Clarify assignment-specific service
combinations. Because the RFQual combines
labor compliance and program administration
support, we recommend clarifying at the taskorder stage whether a given assignment will require labor compliance services only, program
administration support only, or an integrated
combination of both. This will help align
staffing, level of effort, and deliverables to the
City’s needs for each assignment.
• Establish assignment-specific deliverables at
task-order kickoff. We recommend that each
task order confirm the applicable funding source,
reporting requirements, required deliverables,
and project-specific compliance obligations at the
outset. This will help ensure that documentation,
reporting cadence, and consultant support are
appropriately tailored to each assignment.
• Standardize documentation and reporting
expectations across assignments. Because the
City does not currently maintain its own labor
compliance tracking system, we recommend
establishing consistent file organization,
reporting formats, and documentation protocols
at contract startup. This will promote continuity
across multiple assignments and support clear,
audit-ready records over the life of the contract.

Cumming Group’s proposed scope is intended to
provide the City of Montebello with responsive,
organized, and scalable support across the full
range of services contemplated by the RFQual.

Our team will tailor each assignment to the City’s
project type, funding structure, and reporting
requirements while maintaining a consistent
focus on compliance, documentation quality, and
practical support to City staff.
cumming-group.com 14 City of Montebello | RFQual No. 26-03

SECTION 6
Conflict of Interest Statement

The vendor shall disclose any financial, business, or other relationship with the City that may have an impact upon the selection process. If the vendor does not have any such conflicts, a statement declaring such should be included in their submission.

Cumming Group does not have any financial, business, or other relationship with the City that may have an impact upon the selection process.

SECTION 6
Conflict of Interest Statement
cumming-group.com 15 City of Montebello | RFQual No. 26-03

SECTION 7
Cost Proposal

From Addendum No. 1: The cost proposal to be submitted for this RFQual shall include a fully burdened hourly rate for each position held within each firm applicable to labor compliance and program administration support services. Once consultant is awarded an agreement, the City shall request task orders, and consultant shall generate cost proposals for various projects and programs based on the cost proposal hourly rate.

Cumming Management Group, Inc. (“Cumming Group”) is pleased to submit our Fee Proposal for Labor Compliance and Program Administration Support Services to the City of Montebello (“City”). Cumming Group supports several local public agencies and recognizes the need for the highest quality services at economical cost. We are flexible, and willing to work within your budget to provide these services and would be happy to engage in a discussion with the City regarding our proposed costs.

Proposed Hourly Rates
Cumming Group’s proposed compensation structure is based on time and materials. From our experience, we have found that this compensation model traditionally provides our clients with the most flexibility, cost effectiveness, and the ability to expeditiously mobilize resources to address any immediate project needs.

We present the following hourly rates for all anticipated team members to provide the aforementioned services on an as-needed, as-requested basis in support of the City’s projects:

CLASSIFICATION HOURLY RATE
Compliance Lead $150
Compliance Director $140
Compliance Manager $130
Compliance Analyst $120
Compliance Admin $110
Cumming Group acknowledges that our hourly rates are fully burdened, including full compensation for all overhead and profit. Furthermore, our billing rates include provision for normal office costs, including, but not limited to; office rental, utilities, insurance, cell phone or radio, equipment, normal supplies and materials, in-house reproduction services, and local travel costs.

Not-to-Exceed Fee
In accordance with the solicitation, Cumming Group acknowledges that once a specific project has been identified, the City and the consultant shall negotiate a not-to-exceed fee (or fixed rate) proposal for each project, based on the project’s scope and duration and using the consultant’s proposed hourly rates.

At that time, Cumming Group would be happy to submit a fee schedule for the tasks involved, broken down per task and hours, along with a schedule of current hourly rates for applicable personnel and any reimbursable expenses.

Reimbursable Expenses
Cumming Group affirms that all costs associated with printing, mileage, telephone, mailing, and other incidental expenses related to the performance of services are fully included in the hourly rates provided in the fee proposal.

SECTION 7
Cost Proposal
cumming-group.com 16 City of Montebello | RFQual No. 26-03

SECTION 8
References

Using Appendix C – References, please provide details regarding each reference. This should include the name, contact person, address, phone number, and email address of each party for whom the service was provided, as well as a description of the service performed, the dollar amount of the contract, and the date of performance. The City may contact the individual listed at its discretion.

SECTION 8
References
City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-03 Labor Compliance & Program Administration Support Services 14 Appendix C – Reference Sheet
Entity Name
Business Address
Name of Contact
Title Contact
Telephone Number of Contact
Email of Contact
Description of Project
Date of Service
Entity Name
Business Address
Name of Contact
Title Contact
Telephone Number of Contact
Email of Contact
Description of Project
Date of Service
Entity Name
Business Address
Name of Contact
Title Contact
Telephone Number of Contact
Email of Contact
Description of Project
Date of Service
City of Pomona
505 S. Garey Avenue, Pomona, CA 91766
Rene Guerrero (Now with City of Ontario)
Public Works Director (Former)
909.620.2440
[email protected]
Labor compliance for multiple projects
2023 - Ongoing
Long Beach Utilities
1800 East Wardlow Road, Long Beach, CA 90807
Fernando Eggleston
Projects Coordinator
562.970.2339
[email protected]
Labor compliance for multiple projects
2022 - Ongoing
City of Murrieta
1 Town Square, Murrieta, CA 92562
Brian Crawford
Senior Program Manager
951.461.6047
[email protected]
Labor compliance for multiple projects
2025 - Ongoing
cumming-group.com 17 City of Montebello | RFQual No. 26-03

Eileen Ta
Compliance Lead
Eileen currently supports Cumming Group’s public program, project, and construction management division for California. Eileen is a construction management professional with over 18 years of experience in supporting various multimillion-dollar public works projects, with specialized expertise in project labor agreements, labor compliance programs, small and disadvantaged business enterprise programs, labor relations, community outreach, stakeholder engagement, and procurement.

Eileen has performed work in various sectors including transportation, municipal, education, and housing for public agencies throughout California. At Cumming Group, Eileen supports several public works clients to provide management and operational oversight in support of large and complex multimillion- and billion-dollar public works construction programs. In her current role, responsibilities include the management and oversight of division operational activities and performance, adherence to firm policies, procedures, and best practices, existing client interface, contractual requirements and responsibilities, and business development.

REPRESENTATIVE EXPERIENCE
Government – Municipal, State, Federal
• Central Basin Municipal Water District, Montebello Hills Pump Station
• City of Cudahy, Lugo Park Rehabilitation and Soccer Field • City of Long Beach, Promenade Pedestrian Walkway Maintenance • City of Long Beach, Graffiti Removal Services
• City of Long Beach, Convention Center Pedestrian Bridge • City of Long Beach, Pine Avenue Pier Public Dock
• City of Long Beach, Easy Avenue Street Improvements
• City of Long Beach, 10th Street Roadway Improvements
• City of Long Beach, Studebaker Road Street Improvements • City of Long Beach, 55th Way Landfill Cover Improvements • City of Long Beach, Long Beach Airport Terminal Improvements • City of Menifee, FY 22-23 Slurry Seal Program
• City of Menifee, Murrieta Road Resurfacing
• City of Menifee, Police Department Parking Lot Upgrades • City of Menifee, Romoland Grid Resurfacing Project
• City of Pomona, Federal Housing Projects
• City of Pomona, Year-Round Emergency Shelter Projects • County of Imperial, Behavioral Health Parking and Site Improvements

EDUCATION
• M.P.A., Public Policy Analysis,
California State University,
Northridge
• B.A., History, University of
California, Los Angeles

CERTIFICATIONS
• Project Management Certificate
Program, California Institute of
Technology
• OSHA 10
Years of Experience
18+
Resumes may also be included in this section for any key staff associated with project. cumming-group.com 18 City of Montebello | RFQual No. 26-03

• County of Imperial, ADA Inclusive Playgrounds
• County of Imperial, Desert Shores Soccer Park – Phase 1 • County of Imperial, Juvenile Hall Building 39/New Basketball Court • County of Imperial, Sunbeam Lake RV Park
• County of San Bernardino, Fire Station 226
• County of San Bernardino, Valley Communication Center • Long Beach Utilities Department, Cathodic Protection Improvement of Recycled Water Systems Project
• Long Beach Utilities Department, Groundwater Treatment Plant HVAC Replacement Project
• Long Beach Utilities Department, Sanitary Sewer Rehab/ Replacement
• Long Beach Utilities Department, Spinnaker Bay Drive Water Replacement
• Orange County Sheriff’s Department, Katella Range Facility Upgrade
• Orange County Sheriff’s Department, Security Electronics Upgrade • Watershed Conservation Authority, River Park Project
Transportation
• California High-Speed Rail Authority, Small and Disadvantaged Business Program
• California High-Speed Rail Authority, Construction Package 1 • Los Angeles County Metropolitan Transportation Authority, Various Projects
• Orange County Transportation Authority, Various Grade Separation Projects
• San Bernardino County Transportation Authority, I-10 Eastbound Truck Climbing Lane
• San Bernardino County Transportation Authority, SR210 Lane Addition
• Long Beach Airport, Capital Improvements to Lot A Parking Garage • Reno-Tahoe International Airport, Remote Economy Parking Lot, Phase 2
cumming-group.com 19 City of Montebello | RFQual No. 26-03

Toby Bautista
Compliance Director
Toby brings over 17 years of experience in construction and labor compliance, having supported 400+ public works projects and administered 25+ Project Labor Agreements (PLAs) across dozens of California agencies. With extensive knowledge of state and federal labor laws, PLAs, and the California Public Contract Code, she excels in contractor oversight, complex audits, and resolving prevailing wage violations and union grievances.

Toby has played a key role in developing and managing labor compliance programs that ensure adherence to prevailing wage requirements, apprenticeship standards, and DBE participation goals. Her responsibilities have included conducting in-depth audits, reviewing certified payroll records, tracking workforce participation data, and enforcing prompt payment provisions. She is also highly experienced in resolving prevailing wage violations and addressing union grievances through formal PLA dispute resolution procedures.

REPRESENTATIVE EXPERIENCE
Government – Municipal, State, Federal
• City of Carson, Carson Park Master Plan
• City of Cudahy, Lugo Park Rehabilitation
• City of El Monte, Asphalt Rubber Aggregate Membrane (ARAM) and Type II Slurry
• City of Irvine, Great Park Lot 6 Parking Expansion
• City of Irvine, Harvard and Michelson Intersection Improvement Project
• City of Los Angeles, Legacy LA Tenant Improvements Project CDBG • City of Long Beach (160+ Projects)
• City of Long Beach, Alamitos Beach Concession Building • City of Long Beach, Civic Center Parking Structure
• City of Long Beach, Naples Seawall Repair
• City of Long Beach, R-7084 Annual Street Improvement Projects • City of Long Beach, R-7131 Annual On-Call Street Rehabilitation Projects
• City of Long Beach, LB MUST Facility Ground Improvements • City of Menifee, Civic Center Parking Lot
• City of Menifee, Paloma Wash Pedestrian Bridge
• City of Menifee, FY 22-23 Slurry Seal Program (2 Phases) • City of Menifee, Murrieta Road Resurfacing
• City of Menifee, Police Department Parking Lot Upgrades • City of Menifee, PMP 23-01 Slurry Seal Program
• City of Menifee, Romoland Grid Resurfacing Project
• City of Menifee, Casa Blanca + Willows/Lake Ridge Community Resurfacing Project

EDUCATION
• B.S., Sociology, University of
California, Santa Barbara

CERTIFICATIONS
• OSHA 10
Years of Experience
17+
cumming-group.com 20 City of Montebello | RFQual No. 26-03

• City of Menifee, FY 23-24 Crack Seal
• City of Menifee, Quail Valley Grid Area Streetlights Project • City of Menifee, Kay Ceniceros Parking Lot Renovation • City of Menifee, Local Roads AC Resurfacing
• City of Menifee, La Piedra Road at Bell Mountain MS Pedestrian Improvements
• City of Menifee, PMP 24-01 Slurry Seal Program
• City of Menifee, Menifee Road Resurfacing
• City of Menifee, McCall / Sun City Westbound Turn Pocket Extension • City of Menifee, PMP 25-01 Slurry Seal
• City of Menifee, Beth Street Improvements
• City of Menifee, PMP 25-01 Slurry Seal Program (Crack Seal) • City of Pomona, Pomona Library Facility Improvement Project • City of South El Monte, Solar Energy Project for City Hall, Community Center, Mini Center, and Transportation Yard
• County of Imperial, Sunbeam Lake RV Park, Lot 715, 716, and 717 Utilities
• City of Long Beach, Long Beach Gas & Oil, Long Beach, CA, Plastic Pipeline
• City of Long Beach, Long Beach Gas & Oil, Long Beach, CA, Steel Pipeline
• Upper San Gabriel Valley Municipal Water District, West Covina, CA, City of Industry and City of West Covina Recycled Water Project, Phase IIB, Packages 2 through 4
• Long Beach Utilities Department, 47th Street Improvement Project • Long Beach Utilities Department, PCH Access Road Cast Iron Main Replacement
• Long Beach Utilities Department, Direct Installation for MultiFamily Efficiency (DIME Program) • Long Beach Utilities Department, Marine Way Sewer and Manhole Rehab & Repair Replacement
• Long Beach Utilities Department, Cathodic Protection Improvement of Recycled Water Systems Project
• Long Beach Utilities Department, Groundwater Treatment Plant HVAC Replacement Project
• Long Beach Utilities Department, Spinnaker Bay Drive Water Replacement Phase 1
• Long Beach Utilities Department, Spinnaker Bay Drive Water Replacement Phase 2
Transportation
• California High-Speed Rail Authority, Sacramento, CA
• Los Angeles County Metropolitan Transportation Authority, Los Angeles, CA LAX/Crenshaw Site Utilities Project
• Long Beach Airport, Long Beach Airport Terminal Improvements Phase II, Long Beach, CA
cumming-group.com 21 City of Montebello | RFQual No. 26-03

Randy Munoz
Compliance Manager
Randy Munoz supports several public works clients to provide prevailing wage compliance, Project Labor Agreement (PLA) administration, and Job Coordination services. In his current role, responsibilities include monitoring certified payroll and standard documents for prevailing wage compliance, facilitating mandatory meetings between contractors and union representatives for PLA compliance, procedures, assisting contractors with meeting or exceeding local and transitional worker hiring requirements, and making regular site visits for worker interviews and/or client facing meetings.

Randy has expertise in the implementation, administration, and enforcement of Project Labor Agreements/Collective Bargaining Agreements, Small and Disadvantaged Business Enterprise Programs, National and Local Targeted Hiring Initiative Programs, Labor Compliance Programs, California Labor Code, Federal Davis-Bacon and Related Acts, and other applicable regulatory requirements and directives for various multi-million dollar projects.

REPRESENTATIVE EXPERIENCE
Government – Municipal, State, Federal
• City of Los Angeles, Donald C. Tillman Advanced Water Purification Filtration (AWPF) Facility
• City of Santa Barbara, Central Library & Exterior Plaza Renovation • City of Santa Barbara, Dwight Murphy Field Renovation • Los Angeles County, LA General Medical Center Psychiatric Subacute • Inland Empire Utilities Agency, Portable Thickener Site Improvement • Inland Empire Utilities Agency, RP-1 Evaporative Cooling for Aeration Blower Building
• Inland Empire Utilities Agency, RP-4 Outfall Valve Replacement • Inland Empire Utilities Agency, RP-1 Digester 6 & 7 Roof Repairs and Replacement
• Inland Empire Utilities Agency, Preserve Lift Station Improvements • Inland Empire Utilities Agency, North Sewer North Trunk Sewer Siphon Replacement
• Inland Empire Utilities Agency, Fire Hydrant & Valve Replacements • Inland Empire Utilities Agency, Jurupa-Wineville Basin Force Improvements
• Inland Empire Utilities Agency, Regional Force Main Improvements • Inland Empire Utilities Agency, RP-1 Flare Improvements • San Bernardino County, Bloomington Animal Care Facility • San Bernardino County, SHR SID Orange and Blue Labs Remodel • Port of Los Angeles, San Pedro Waterfront Phase 2
• Port of Los Angeles, Berth 302-305 On-Dock Railyard Expansion • Port of Los Angeles, Front Street Beautification

EDUCATION
• B.A., Mathematics, University
of California, Santa Barbara

CERTIFICATIONS
• Metro Rail Safety Training
Certification
• OSHA 10
Years of Experience
5+
cumming-group.com 22 City of Montebello | RFQual No. 26-03

Mason Lutz
Compliance Analyst
Mason is experienced with a wide variety of projects from every angle. He has delivered compliance on projects as small as lighting replacements and as large as new rail lines for transit agencies and Capital Improvement Programs for municipalities. Mason’s experience both as a consultant and working directly for a project owner gives him a rounded perspective on what success looks like to all stakeholders.

He has direct experience with DIR and DBA labor compliance, PLAs/ CWAs, and small business programs. Mason’s depth of experience leads him to the strategies that lead to result-driven success on real conditions and limitations that come with real projects with varying compliance requirements.

REPRESENTATIVE EXPERIENCE
Government – Municipal, State, Federal
• City of Santa Ana (100+ Projects)
• City of Santa Ana, Omnibus Concrete Repairs
• City of Santa Ana, Lincoln Ave Pedestrian Pathway
• City of Santa Ana, Main Library Roof Improvements
• City of Santa Ana, Raitt and Myrtle Park
• City of Santa Ana, Santa Ana Zoo Giant River Otter Habitat • City of Palmdale, Sam Yellen Park Ph 2
• City of Palmdale, Ave R Complete Streets
• City of Palmdale, Maintenance Yard Improvements
• City of Garden Grove, Arterial Streets Rehab
• City of Garden Grove, Acacia-Josephine Storm Drain
• City of San Mateo, Wastewater Treatment Plant Expansion • City of West Hollywood, West Hollywood Homekey Ph. 2
• County of Los Angeles DPW, Harbor-UCLA Medical Center Replacement
• City of Salinas, Hebbron Family Center
• City of Rialto, Street Overlay & Recon
Transportation
• LA County Metro, Crenshaw Line
• LA County Metro, Purple Line Extension Section 2
Education
• Azusa USD, Gladstone HS HVAC
• Whittier City SD, Edwards Mod
• Whittier City SD, Structured Wiring Group 3
• Santa Ana USD, Fremont MPR HVAC
• San Bernardino CCD, CP-1 Technical Building
• San Bernardino CCD, CHC Childhood Development Center
• San Bernardino CCD, New Softball Field

EDUCATION
• B.S., Physics, Minor:

Education, University of
California, Los Angeles

CERTIFICATIONS
• OSHA 10
Years of Experience
8+
cumming-group.com 23 City of Montebello | RFQual No. 26-03

Rhonda Nguyen
Compliance Administrator
Rhonda is a diligent and dedicated professional with over ten years of experience in project coordination, financial analysis, fiscal management, accounting, and contract administration. Rhonda assists our compliance team with labor compliance pre-job coordination, SharePoint management, review of contractor forms, and administrative support for compliance meetings such as the labor compliance pre-jobs or contractor compliance closeout working sessions. Utilizing her strong communication and interpersonal skills, Rhonda has a long history of success supporting organizations in achieving consistent success in meeting and exceeding organizational goals.

REPRESENTATIVE EXPERIENCE
Government – Municipal, State, Federal
• Central Basin Municipal Water District, Montebello Hills Pump Station Project
• City of Irvine, Public Safety Locker Room
• City of Irvine, Civic Center Expansion (Third-Floor Tenant Improvements)
• City of Irvine, Great Park Cultural Terrace Phase 3
• City of Irvine, Great Park Operations and Maintenance Facility • City of Irvine, Great Park Building 369 (Aviator Hall) Retrofit • City of Menifee, FY 22-23 Slurry Seal Program
• City of Menifee, Murrieta Road Resurfacing
• City of Menifee, Police Department Parking Lot Upgrades • City of Menifee, Romoland Grid Resurfacing Project
• County of Imperial, Behavioral Health Juvenile Parking and Site Improvements
• County of Imperial, Juvenile Hall Building 39 / New Basketball Court
• County of Imperial, Sunbeam Lake Water Feature Expansion Project • Long Beach Utilities Department, Spinnaker Bay Drive Water Replacement Phase 1
• Long Beach Utilities Department, Golden Avenue Water Main Replacement
• Long Beach Utilities Department, Cathodic Protection Improvement • Long Beach Utilities Department, Sanitary Sewer Rehabilitation Transportation
• San Bernardino County Transportation Authority, SR210 Lane Addition

EDUCATION
• B.A., Business Administration,
California State University,
Fullerton
Years of Experience
10+
cumming-group.com 24 City of Montebello | RFQual No. 26-03

SECTION 9
Redline Comments on the
Professional Services
Agreement Template

Using Appendix D – Proposers are requested to review the Professional Services Agreement template provided and submit any proposed redline revisions with their response. Following the award of the RFQual, the City will evaluate all submitted redline comments in coordination with the City Attorney and will work with the selected firm(s) to reach mutual agreement on the final contract terms. Proposers must demonstrate full compliance with the City’s insurance requirements as a condition of eligibility.

Redline Comments
Cumming Group has reviewed the City’s sample Professional Agreement and is proposing the following possible edit to the contract language for consideration by the City. However, we understand/accept any decision by the City to accept or reject Cumming Group’s proposed modifications, and Cumming Group is prepared to use the City’s contract as provided.

SECTION 9
Redline Comments on the Professional Services
Agreement Template
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.

SECTION 30. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
PARTICIPATION.

This Agreement is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs” (also referred to as “DBE”). The CONSULTANT shall assist the CITY in a good faith effort to achieve California's statewide overall DBE goal and applicable requirements pursuant to 49 CFR 26.

SECTION 31. ENTIRE AGREEMENT.

This Agreement contains the entire understanding between the CITY and the CONSULTANT. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by each party. If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding.

SECTION 32. PROFESSIONAL RESPONSIBILITY.

The parties agree that CONSULTANT does not control, supervise, or manage contractors or subcontractors. CONSULTANT does not warrant that any contractor or subcontractor will comply with applicable wage and hour laws, including but not limited to the Fair Labor Standards Act (FLSA), Davis-Bacon Act (DBA), state prevailing wage statutes, or overtime requirements. Responsibility for compliance rests solely with the contractors and/or subcontractors. CONSULTANT shall not be held vicariously liable for the defaults of project contractors. [SIGNATURE PAGE TO FOLLOW]
cumming-group.com iv City of Montebello | RFQual No. 26-03

Demonstration of Compliance With City’s Insurance Requirements cumming-group.com v City of Montebello | RFQual No. 26-03

SECTION 10
Additional Attachments

Please use this section to attach any information
that was not previously included identified in any
other section.

Cumming Group Overview
Cumming Management Group, Inc. (“Cumming
Group”) is a California-founded construction and
project management consultancy with three decades
of experience supporting public agencies throughout
Southern California. Since 1996, we have partnered
with cities, counties, transportation agencies, utility providers, school districts, and other public-sector
owners to deliver specialized support across capital
programs and public works projects, including labor
compliance, PLA/CWA administration, contractor
outreach, and broader program administration
services.

Today, Cumming Group includes more than 3,000
professionals across approximately 70 offices
worldwide, combining the depth and resources of
a large organization with the responsiveness of a
locally focused public-sector team. Our Southern
California presence includes offices in Los Angeles,
Hermosa Beach, Aliso Viejo, Murrieta, and San
Diego, allowing us to provide responsive, oncall support to clients throughout Los Angeles County, the Inland Empire, Orange County, and
surrounding regions. This local footprint enables us
to mobilize quickly while drawing on the experience
of a broader regional team with deep expertise
in prevailing wage compliance, certified payroll
review, apprenticeship monitoring, funding-related
documentation, and project records management.

Our labor compliance professionals have supported
a wide range of publicly funded projects, including
roadway and street improvements, traffic and
pedestrian enhancements, utility and water
infrastructure, parks and recreation improvements,
public facilities, and other municipal capital
projects. This experience includes assignments for
clients such as the City of Menifee, City of Murrieta,
City of Pomona, City of Irvine, City of Long Beach,
Long Beach Utilities, County of Imperial, County of
San Bernardino, and San Bernardino Transportation
Authority. Across these assignments, our team has
helped public agencies maintain compliance with
State and Federal prevailing wage requirements,
administer project labor obligations, resolve payroll
and documentation issues, and support clear, auditready project records.

For the City of Montebello, Cumming Group will
provide a dedicated in-house team focused on labor
compliance and program administration support.

Our approach is grounded in responsiveness,
consistency, and practical coordination with City
staff, contractors, subcontractors, and funding
partners. We understand that on-call support must be
both technically strong and easy to work with, and
we are committed to providing services that help
the City maintain compliance, protect funding, and
move projects forward efficiently.

SECTION 10
Additional Attachments
cumming-group.com 25 City of Montebello | RFQual No. 26-03

Team Roles and Responsibilities
Cumming Group’s proposed organization is designed to provide the City of Montebello with clear lines of responsibility, responsive communication, and the flexibility to scale support based on assignment needs. The team combines senior oversight, day-to-day compliance leadership, project-level execution, and administrative support so that each assignment is staffed appropriately and delivered efficiently. This structure is adapted from how we have presented and deployed labor compliance teams on similar on-call public works assignments.

Eileen Ta, Compliance Lead
Eileen Ta will serve as the City’s Compliance Lead and primary point of contact for labor compliance and program administration support services. She will provide overall leadership for the assignment, oversee coordination with City staff, and ensure that services are delivered in accordance with applicable labor standards, funding requirements, and City expectations. Eileen will also guide reporting, documentation, and quality control efforts across all assigned projects and programs.

Toby Bautista, Compliance Director
Toby Bautista will provide senior technical oversight for labor compliance implementation. She will support interpretation of prevailing wage requirements, certified payroll compliance, apprenticeship documentation, PLA-related obligations, and discrepancy resolution. Toby will also assist with quality assurance, contractor guidance, and issue escalation to help ensure that compliance activities are administered consistently and thoroughly across assignments. This role is closely aligned with the technical oversight position described in the Corona proposal.

Randy Munoz, Compliance Manager
Randy Munoz will support project-level implementation of labor compliance services, including payroll and document review, field verification support, contractor coordination, and assistance with PLA- and workforce-related requirements where applicable. He will work closely with the Compliance Lead and Compliance Director to help monitor assignment progress, communicate with project stakeholders, and maintain timely follow-through on compliance issues.

Mason Lutz, Compliance Analyst
Mason Lutz will support day-to-day compliance administration, including review of contractor submissions, tracking of required forms and documentation, coordination of records, and assistance with reporting. He will help verify compliance with State and Federal labor requirements and support the team’s efforts to maintain organized, accurate, and defensible project documentation.

Rhonda Nguyen, Compliance Administrator
Rhonda Nguyen will provide administrative and documentation support across active assignments.

Her responsibilities will include file maintenance, tracking of forms and correspondence, support for preconstruction and closeout coordination, assistance with report assembly, and general administrative support needed to keep each assignment organized and responsive. As reflected in similar go-bys, this role is important to maintaining continuity, documentation control, and smooth communication across multiple on-call assignments.
cumming-group.com 26 City of Montebello | RFQual No. 26-03

EXHIBIT ‘C’
Local Assistance Procedures Manual, Exhibit 10-R, Appendices A and E

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

Office Bulletin #25-07 R3
Exhibit 10-R: A&E BOILERPLATE AGREEMENT LANGUAGE
(For Local Assistance Federal-Aid Projects)

NOTE TO LOCAL AGENCY - BE SURE THAT YOUR LEGAL STAFF REVIEWS AND APPROVES ALL CONSULTANT CONTRACTS BEFORE EXECUTION. THIS AGREEMENT LANGUAGE IS RECOMMENDED LANGUAGE,

EXCEPT ARTICLE XXXII TITLE VI ASSURANCES (APPENDICES A AND E MUST BE PHYSICALLY INCLUDED,

UNMODIFIED, IN ANY FEDERAL-AID CONTRACT AND APPENDICES B-D MUST BE PHYSCIALLY INCLUDED, UNMODIFIED, IN ANY FEDERAL-AID CONTRACT INVOLVING RIGHT OF WAY ACQUISITION). MODIFY AS RECOMMENDED BY YOUR OWN LEGAL STAFF AND TO FIT YOUR PARTICULAR REQUIREMENTS AND PROJECT.

THE FISCAL AND FEDERAL PROVISIONS ARE REQUIRED IN ALL FEDERALLY FUNDED CONTRACTS. THE ORIGINAL INTENT OF THE ARTICLE SHALL REMAIN, IF MODIFIED BY YOUR LEGAL STAFF.

THIS EXHIBIT CONTAINS FISCAL REQUIREMENTS FROM 2 CFR 200 AND IS TO BE USED FOR STATE-ONLY FUNDED CONTRACTS AS WELL.
[Note: italic text within brackets throughout the Articles is intended for instructional purposes only]

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 ...................... 20

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................................................. 22 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION................. 22 ARTICLE XIX INSURANCE ................................................................................................................ 28 ARTICLE XX FUNDING REQUIREMENTS......................................................................................... 29 ARTICLE XXI CHANGE IN TERMS .................................................................................................... 29

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

Office Bulletin #25-07 R3
ARTICLE XXII CONTINGENT FEE ..................................................................................................... 30 ARTICLE XXIII DISPUTES.................................................................................................................. 30 ARTICLE XXIV INSPECTION OF WORK ........................................................................................... 30 ARTICLE XXV SAFETY...................................................................................................................... 31 ARTICLE XXVI OWNERSHIP OF DATA............................................................................................. 31 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR............ 32 ARTICLE XXVIII CONFIDENTIALITY OF DATA................................................................................. 32 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION.................................... 33 ARTICLE XXX EVALUATION OF CONSULTANT.............................................................................. 33 ARTICLE XXXI PROMPT PAYMENT.................................................................................................. 33 ARTICLE XXXI TITLE VI ASSURANCES ........................................................................................... 34 ARTICLE XXXII NOTIFICATION......................................................................................................... 38 ARTICLE XXXIII CONTRACT ............................................................................................................. 39 ARTICLE XXXIV SIGNATURES ......................................................................................................... 39

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

Office Bulletin #25-07 R3

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:
(NAME OF CONSULTANT)
Incorporated in the State of (NAME OF STATE)
The Project Manager for the “CONSULTANT” will be (NAME) The name of the “LOCAL AGENCY” is as follows:
(NAME)
The Contract Administrator for LOCAL AGENCY will be (NAME) 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 (DATE). The approved CONSULTANT’s Cost Proposal is attached hereto (Attachment #) 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 LOCAL AGENCY.

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

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

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

Office Bulletin #25-07 R3
G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from LOCAL AGENCY under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

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

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

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

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
[Choose either Option 1 or Option 2]
[Option 1 - Use paragraphs A & B below for standard AGREEMENTs] A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.
[Option 2 - Use paragraphs A & B below for on-call AGREEMENTs] 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
[Insert Appropriate Statement of work including a Description of the Deliverables in the following sections. If a section does not apply to the AGREEMENT, state “Not Applicable to this AGREEMENT.”] A. CONSULTANT Services
[Detail based on the services to be furnished should be provided by CONSULTANT. Nature and extent should be verified in the negotiations to make precise statements to eliminate subsequent

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

Office Bulletin #25-07 R3
uncertainties and misunderstandings. Reference to the appropriate standards for design or other standards for work performance stipulated in CONSULTANT AGREEMENT should be included.

Describe acceptance criteria, and if the responsible CONSULTANT/engineer shall sign all Plans, Specifications and Estimate (PS&E) and engineering data furnished under the AGREEMENT including registration number.

Environmental documents are not considered complete until a Caltrans District Senior Environmental Planner signs the Categorical Exclusion, a Caltrans Deputy District Director signs the Finding of No Significant Impact, or the Caltrans District Director signs the Record of Decision (see LAPM Chapter 6: Environmental Procedures, and the Standard Environmental Reference).] B. Right of Way
[State whether Right of Way requirements are to be determined and shown by CONSULTANT, whether land surveys and computations with metes and bounds descriptions are to be made, and whether Right of Way parcel maps are to be furnished.]
C. Surveys
[State whether or not the CONSULTANT has the responsibility for performing preliminary or construction surveys.]
D. Subsurface Investigations
[State specifically whether or not CONSULTANT has responsibility for making subsurface investigations. If borings or other specialized services are to be made by others under the supervision of CONSULTANT, appropriate provisions are to be incorporated. Archaeological testing and data recovery guidance can be found in the Standard Environmental Reference.] 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 CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

G. Checking Shop Drawings
[For AGREEMENTs requiring the preparation of construction drawings, make provision for checking shop drawings. Payment for checking shop drawings by CONSULTANT may be included in the AGREEMENT fee, or provision may be made for separate payment.] 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.

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

Office Bulletin #25-07 R3
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 time must be set for beginning and ending the work under the AGREEMENT. The time allowed for performing the work is specified; it should be reasonable for the kind and amount of services contemplated; and it is written into the AGREEMENT. If it is desirable that Critical Path Method (CPM) networks, or other types of schedules be prepared by CONSULTANT, they should be identified and incorporated into the AGREEMENT.]
A. This AGREEMENT shall go into effect on (DATE), 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 (DATE), 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. [Use paragraph C below in addition to paragraphs A & B above for on-call AGREEMENTs. On-call AGREEMENTs shall be 5 years maximum.]
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
[Choose either Option 1, 2, 3, or 4]
[Option 1 - Use paragraphs A through J below for Cost-Plus-Fixed Fee Agreements] 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.