Montebello City Council
June 24, 2026

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

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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

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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

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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.

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

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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.

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

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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

Local Assistance Procedures Manual Exhibit 10-R
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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.

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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

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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

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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.

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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:

Local Assistance Procedures Manual Exhibit 10-R
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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.

Local Assistance Procedures Manual Exhibit 10-R
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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).

Local Assistance Procedures Manual Exhibit 10-R
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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.

Local Assistance Procedures Manual Exhibit 10-R
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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);

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

Office Bulletin #25-07 R3
• 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)

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

Office Bulletin #25-07 R3

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’S ON-CALL BENCHLIST
PROFESSIONAL SERVICES AGREEMENT NO. 4534

FOR ARCHITECTURAL AND ENGINEERING SERVICES WITH
THE CONVERSE PROFESSIONAL GROUP (RFQual No. 26-04)
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 THE CONVERSE PROFESSIONAL GROUP, a Delaware corporation (the “CONSULTANT”). The CITY and the CONSULTANT are sometimes referred to herein individually as the “Party” and jointly as the “Parties” .

RECITALS
WHEREAS, the CITY desires to retain a qualified professional to provide architectural and engineering professional 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 Qualifications dated April 9, 2026 (“RFQual No. 26-04”) as 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 is comprised of Sections 1 through 31, and its various exhibits.

Attachment B

b. RFQual No. 26-04, attached hereto as Exhibit “A”.
c. The CONSULTANT’S Proposal to RFQual No. 26-04, attached hereto as Exhibit “B”.
d. Local Assistance Procedures Manual (LAPM) Exhibit 10-R, 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 RFQual No. 26-04 and CONSULTANT’s Proposal, attached hereto as Exhibits “A and B” and incorporated fully herein by this reference (hereinafter “Professional Services”).

B. The CONSULTANT shall provide those services that are set forth in Exhibits A and B solely on an as-needed basis subject to the CITY’s authorization of specific work assignments through executed task orders.

C. Once authorized by the CITY, the CONSULTANT shall complete those services in a timely manner, and in accordance with an agreed-upon work schedule to be determined by the Parties.

D. Once authorized by the CITY to commence work on specific work assignments, CONSULTANT shall be compensated in an annual allocation amount not-to-exceed One Hundred Thousand Dollars ($100,000) (the “Compensation”) for the performance of the Scope of Services as set forth in Exhibit “A”. 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.

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

F. 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.

G. 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 such 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 the 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 its respective task order signed and issued by the CITY. 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 (1) to determine if the CONSULTANT is performing to expectations or is on schedule; (2) to provide communication of interim findings; and (3) 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 products 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 the 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 “nonrefundable” 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 or to the CONSULTANT’s employees or 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 the 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 its 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 CalPERS or by a court of competent jurisdiction 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 the 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 the 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 the 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 indemnify, defend, 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 the 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 (nonowned), 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 $2,000,000 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 provided to CITY via 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 policies of insurance 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, defend, and hold harmless under the indemnity covenants of this Agreement.

SECTION 16. SUBCONTRACT, ASSIGNMENT, OR DELEGATION.

The CONSULTANT shall not subcontract, assign , or delegate its duties or rights hereunder, either in whole or in part, without the prior written consent of the CITY. Any proposed subcontract, assignment, or delegation shall provide a description of the services to be covered, identification of the proposed subconsultant, assignee , or delegee, and an explanation of why and how the same was selected, including the degree of competition involved.

Any subcontract, assignment, or delegation 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, subconsultants, assignees, or delegees. No such subcontract, assignment, or delegation 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 the 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
Phone: (323) 887-1200
If to the CONSULTANT: The Converse Professional Group
Attn: Siva Sivathasan
717 S. Mrytle Ave.

Monrovia, CA 91016
Phone: (626) 930-1200
Email: [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, subconsultant, 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 subconsultant and applicants are employed, and that employees are treated fairly 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 the 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, its 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, Federal Highway Association (“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, its 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 federal, state, 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 Form-LLL, “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 articles. 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 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. 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 the CITY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action
c. Exceptions to the Federal Government excluded parties (https://sam.gov/content/home) maintained by the U.S. 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 remain 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 THE CONVERSE PROFESSIONAL
GROUP
Raul Alvarez, City Manager Siva Sivathasan, President
Date: Date:

ATTEST:

Christopher Jimenez, City Clerk
APPROVED AS TO FORM:

Arnold M. Alvarez-Glasman, City Attorney

EXHIBITS
• Exhibit A – RFQual No. 26-04
• Exhibit B – Consultant’s Proposal to RFQual No. 26-04 • Exhibit C – LAPM Exhibit 10-R, Appendices A and E

EXHIBIT ‘A’
RFQUAL NO. 26-04

CITY OF MONTEBELLO
REQUEST FOR QUALIFICATIONS (RFQual)
Material Testing & Special Inspection Services
RFQual No. 26-04
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.................................................................................................... 4 Proposed Scope of Work/Statement of Work.......................................................................... 4 Submissions.............................................................................................................................. 5 RFQual Timeline........................................................................................................................ 5 Non-Commitment of City .......................................................................................................... 7 Responsibility of Costs............................................................................................................. 7 Appendix A – Proposal Format and Content...........................................................................8 Appendix B – Evaluation Criteria ...........................................................................................11 Appendix C – Reference Sheet………………………………………………………………………13 Appendix D – Professional Services Agreement Template…………………………………….14

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-04 Materials Testing & Special Inspection 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 Material Testing & Special Inspection 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 from qualified consulting firms to provide material testing and special inspection services related to the City’s Capital Improvement Program and other City projects. Material testing is essential for ensuring the quality and safety of asphalt and concrete used in construction. It helps verify that the materials meet standards for strength, durability, and performance, safeguarding lives, and investments. Testing is performed both on-site and, in a laboratory, with common materials tested including concrete, steel, and asphalt. Specialized equipment and recognized standards are used to conduct these tests, ensuring accurate and reliable results. The City intends to establish a bench of up to two (2) consultants to provide Material Testing & Special Inspection Services on an on-call, 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.) .

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. 26-04 Materials Testing & Special Inspection Services 4 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 Material Testing & Special Inspection 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 Materials Testing and Special Inspection Services. The City requires OnCall Materials Testing and Special Inspection Services for grading, asphalt paving, concrete work, installation of sewer and storm drainage pipes, and other public works construction projects, integrity/structural testing of existing infrastructure, and other related work. Duties include, though are not limited to:
• Laboratory testing of soils, aggregate, rubberized-asphalt, micro surfacing, asphalt concrete, controlled low strength material, Portland cement concrete, structural steel and other construction materials.
• Field testing of soils, aggregate, rubberized asphalt, chip seal, micro surfacing, asphalt concrete, Portland cement concrete and other construction materials • Special inspections in accordance with Section 17 of the California Building Code. • Other services, including asphalt and concrete mix design review, batch plant inspection, project documentation, technical support, laboratory reports, field logs, final reports, affidavits and additional services as required.

City performs public works projects that may be funded by Federal, State, County and other governmental agency’s grant funds. Consultants assist the City comply with Federal/State/County/Local requirements (as applicable and in effect at the time of the grant) including, though not limited to mandated standards for construction plans, specifications and estimates.

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-04 Materials Testing & Special Inspection Services 5 The services will be on an “as-needed” basis, and the scope of the services will be determined when such services are requested via a Request for Services (RFS) basis. A separate fee proposal will be required for each RFS. Contracts will be awarded based on the City’s anticipated needs and the relative skills and experience of respondents in the various identified areas of need.

Consultants must be familiar with Caltrans material testing requirements:

Caltrans has established specific requirements for material testing to ensure compliance with contract specifications and safety standards. These requirements include:
• Sampling and Testing: Materials must be sampled and tested in accordance with contract specifications. This involves notifying the resident engineer of the need for inspection and acceptance testing of manufactured materials and products. • Acceptance Methods: Acceptance methods include source inspection and testing, manufacturer certificate of compliance, and field release of material. The chain of custody for material and product acceptance samples is crucial for Caltrans' quality assurance program.
• Material Acceptance: Acceptance sampling and testing requirements vary depending on the section of the specifications the material falls under. For example, Section 6-1.04 of the specifications provides detailed information on Buy America requirements. • Field Tests: Field tests must be performed in accordance with guidelines provided in the chapter. Maintaining a record of field tests and material inspected and released on the job is essential.

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.

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 of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-04 Materials Testing & Special Inspection Services 6 • 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. 26-04 Materials Testing & Special Inspection Services 7 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. 26-04 Materials Testing & Special Inspection Services 8 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. 26-04 Materials Testing & Special Inspection Services 9 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. 26-04 Materials Testing & Special Inspection Services 10 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. 26-04 Materials Testing & Special Inspection Services 11 Appendix B – Evaluation Criteria
***PLEASE REVIEW BEFORE SUBMITTING YOUR RESPONSE***
Through this RFQual No. 26-04 process, the City will identify a qualified pool of at least three (3) Consultants (“Short List of Respondents”) for the Materials Testing & Special Inspection 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. 26-04 Materials Testing & Special Inspection Services 12 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 Materials Testing & Special
Inspection 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 Materials Testing & Special Inspection 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. 26-04 Materials Testing & Special Inspection Services 13 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. 26-04 Materials Testing & Special Inspection Services 14 Appendix D – Professional Services Agreement Template

EXHIBIT ‘B’

CONVERSE PROFESSIONAL GROUP PROPOSAL

Proposal
Material Testing and Special Inspection Services
RFQual 26-04 for City of Montebello
Presented to:

City of Montebello Public Works Department
Attn: Vanessa Ramos, Administrative Manager
1600 W. Beverly Boulevard
Montebello, CA 90640
Presented by:

Siva K. Sivathasan, PhD, PE, GE
President / Principal Engineer
Converse Consultants
717 S. Myrtle Avenue
Monrovia, CA 91016
May 6, 2026

Converse Consultants
Geotechnical Engineering & Consulting, Environmental & Groundwater Science, Materials Testing & Inspection Services
717 South Myrtle Avenue, Monrovia, California 91016
Telephone: (626) 930-1200 ♦ Facsimile: (626) 930-1280 ♦ email: [email protected]

1. Letter of Interest
May 6, 2026
City of Montebello
Attn: Ms. Vanessa Ramos
Administrative Manager
1600 W. Beverly Boulevard
Montebello, CA 90640
RE: TECHNICAL PROPOSAL IN RESPONSE TO RFQUAL NO. 26-04

MATERIALS TESTING & SPECIAL INSPECTION SERVICES
Montebello, Los Angeles County, California
Converse Project Number: 26-31-174-00
Dear Ms. Ramos,
THE CONVERSE PROFESSIONAL GROUP, dba Converse Consultants (Converse), is pleased to present our Statement of Qualifications (SOQ) for On-Call Materials Testing and Special Inspection Services for the City of Montebello (City). We understand that the City’s Public Works Department is seeking qualified consulting firms to provide material testing and special inspection services related to the City’s Capital Improvement Program and other City projects, and we believe our services would be valuable to the City.

Converse has an 80-year history working with cities, counties, and public agencies throughout Southern California. Our mission is to work together with our clients to be responsive and deliver quality services, resulting in the development of long-term relationships. After carefully examining RFQUAL No. 26-04 and Addendum 1, issued on April 23, we have prepared this submittal to show you how we might address the City’s objectives and challenges.

Experience is crucial when providing on-call services. Over our long history, we have fine-tuned our communication skills and understanding of time parameters and scheduling. We are able and fully committed to meeting the City’s needs when executing this on-call contract.

Many city projects are funded by State and Federal grants. We understand that all services performed under this contract and any resulting agreements may be funded in whole or in part by State, Federal, or other grant sources. Converse has demonstrable experience managing projects funded by these agencies and ensuring compliance with all applicable requirements. We have provided these services since 1946. In 2016, we provided material testing and special inspection services for the City’s Central Library Renovation.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Converse is familiar with Caltrans local assistance procedures manual requirements for Federal and State-funded projects and are current on applicable prevailing wage laws. Because Converse has been providing similar services to cities sharing the City’s challenges, we are confident in our approach and success.

Availability to Dedicate Time, Personnel, and Resources. Converse commits to making the listed staff available for the duration of our contract and while said staff are in our employment.

Commitment of Availability of Converse and Its Team. One of the key elements of servicing an on-call contract is to have the appropriate staff available when needed. To meet that demand, we have access to a pool of about 60 regional professional and technical staff.

Proposed Project Schedule. Materials testing and special inspections follow a phased schedule, typically occurring immediately before or during structural activities. Key inspections for concrete and steel require continuous or periodic observation, while site stormwater compliance requires inspection within 72 hours of rain. Considerations include critical elements (such as concrete placing and welding), which require full-time, continuous inspection, while less critical elements may be periodically checked.

Your projects will be managed and staffed by our nearby Monrovia office. Principal-in-Charge Dr. Siva K. Sivathasan, an officer of Converse who is authorized to bind the firm to the contract, will be the program manager and primary contact person for the City. His contact information and that of Converse is as follows:

Siva K. Sivathasan, PhD, PE, GE, QSD, DGE, F. ASCE

CONVERSE CONSULTANTS
President / Principal Engineer
717 South Myrtle Avenue / Monrovia, CA 91016
Phone: (626) 930-1275 │Cell: (626) 437-7638
Email: [email protected]
Dr. Sivathasan has 31 years of experience providing services throughout Southern California. He has chaired professional associations, been published in professional journals, and taught generations of people obtaining degrees, licenses, and certifications. He has carefully reviewed the RFQ and Addendum 1 and understands this contract’s elements. As Converse’s President, Dr.

Sivathasan is authorized to act on behalf of the firm and bind it contractually.

Regards,

CONVERSE CONSULTANTS
Siva Sivathasan, PhD, PE, GE
President / Principal Engineer

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Table of Contents

1. Letter of Interest ....................................................................................................................... 1

2. Project Understanding and Approach.................................................................................... 4 Familiarity and Experience with State and Federal Procedures.......................................... 5 Familiarity and Experience with Caltrans and Green Book Standards.............................. 5 Project Approach ...................................................................................................................... 5 Scope of Work and Necessary Tasks....................................................................................... 7 Unique Methods, Tools, and Techniques................................................................................ 7 Team Flexibility and Responsiveness...................................................................................... 8 Approach to Ensuring Responsiveness and Effective Communication ............................... 8 Key Milestones and Processes.................................................................................................. 9 Expectations of City .................................................................................................................. 9

3. Relevant Experience ............................................................................................................... 10

4. Sub-contractors/Sub-Consultants ......................................................................................... 14

5. Proposed Scope of Services.................................................................................................... 14 Understanding of the Work to be Performed....................................................................... 14

6. Conflict of Interest Statement................................................................................................ 16

7. Cost Proposal........................................................................................................................... 16

8. References................................................................................................................................ 17 Project Team and Resumes.................................................................................................... 17

9. Redline Comments on the Professional Services Agreement Template ............................ 18

10. Additional Information ........................................................................................................ 18

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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2. Project Understanding and Approach
Converse is prepared to provide On-Call Materials Testing and Special Inspection Services to the City on an on-call basis. We understand the City requires On-Call Materials Testing and Special Inspection Services for grading, asphalt paving, concrete work, installation of sewer and storm drainage pipes, and other public works construction projects, integrity/structural testing of existing infrastructure, and other related work. Duties include, though are not limited to:
• Laboratory testing of soils, aggregate, rubberized-asphalt, micro surfacing, asphalt concrete, controlled low strength material, Portland cement concrete, structural steel and other construction materials.
• Field testing of soils, aggregate, rubberized asphalt, chip seal, micro surfacing, asphalt concrete, Portland cement concrete and other construction materials • Special inspections in accordance with Section 17 of the California Building Code. • Other services, including asphalt and concrete mix design review, batch plant inspection, project documentation, technical support, laboratory reports, field logs, final reports, affidavits and additional services as required.

We understand that the City performs public works projects that may be funded by Federal, State, County, and other governmental agency’s grant funds. Converse will assist the City in complying with all relevant governmental requirements (as applicable and in effect at the time of the grant) including, though not limited to, mandated standards for construction plans, specifications, and estimates.

The services will be on an “as-needed” basis, and the scope of the services will be determined when such services are requested via a Request for Services (RFS) basis. A separate fee proposal will be required for each RFS. Contracts will be awarded based on the City’s anticipated needs and the relative skills and experience of respondents in the various identified areas of need.

Converse is familiar with Caltrans material testing requirements, including specific requirements for material testing to ensure compliance with contract specifications and safety standards. These requirements include:
• Sampling and Testing: Materials must be sampled and tested in accordance with contract specifications. This involves notifying the resident engineer of the need for inspection and acceptance testing of manufactured materials and products. • Acceptance Methods: Acceptance methods include source inspection and testing, manufacturer certificate of compliance, and field release of material. The chain of custody for material and product acceptance samples is crucial for Caltrans' quality assurance program. • Material Acceptance: Acceptance sampling and testing requirements vary depending on the section of the specifications the material falls under. For example, Section 6-1.04 of the specifications provides detailed information on Buy America requirements. • Field Tests: Field tests must be performed in accordance with guidelines provided in the chapter. Maintaining a record of field tests and material inspected and released on the job is essential.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Familiarity and Experience with State and Federal Procedures Our professional staff are well-versed in regulations that govern the construction and renovation of public facilities, including standards set by the Division of Occupational Health & Safety (Cal/OSHA), Office of Statewide Health Planning and Development (OSHPD), California Geological Survey (CGS), American Society of Testing and Materials (ASTM), Department of Toxic Substances Control (DTSC), California Environmental Protection Agency (Cal/EPA), among others.

Familiarity and Experience with Caltrans and Green Book Standards Converse is familiar with standards established by Caltrans, which establishes uniform practices and guidance for the traffic safety systems, and Green Book, the American Association of State Highway and Transportation Officials industry guide to highway and street design research and practices. Our team does not solely rely on these standards, as they are not a substitute for engineering knowledge, experience, or judgment, but as a generally recommended course of action in the solution of field conditions.

Project Approach
Our approach differs according to the kind of project we undertake. However, all of our projects start with a kick-off meeting in which the project’s goals, schedule, and other important factors are established. The project approach is guided by the following factors:

Project Controls. Prior to initiation of a project, we prepare a proposal which will list the various tasks, the duration of each, and overall cost. We meet with your project manager and go over our scope and budget, and adjust the scope and budget as agreed upon prior to signing a contract.

During the course of the project, our project manager will monitor the amount of work performed and budget expended on a weekly basis. She or he will update the budget tracking sheet and keep the City’s representative informed of the budget status. The project manager will identify the disposition of any requests for work that falls outside of our initial scope of work and budget. She or he will seek the City’s representative before providing the services. If more testing is requested than initially planned or if the contractor is behind schedule, we will meet with the City’s representative to discuss how our scope of work can be modified to keep our cost within budget.

Our goal will be to be proactive in controlling the budget and managing the schedule. As the City’s partner, we will do what it takes to deliver projects on time and within budget.

Budgeting Methodology and Cost Control. All projects begin with the generation of a budget tracking sheet, which states the labor and expense budgets. Excel budget spreadsheets are typically generated for all projects which breakdown the labor and expense budgets. Converse utilizes an accounting database (Vantagepoint) which allows project managers immediate access to budget information. Our project manager will present an updated budget to the City’s project manager on a weekly basis.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Converse always assigns a project manager who is either an engineer or geologist to provide quality control, oversight, and cost control for the assigned project. Being the single point of contact enables our manager to develop a good understanding of the project and clients’ requirements. The Converse project manager will review plans and specifications to ensure that the project is completed accordingly. If a potential problem arises or is detected, he will discuss it with the parties involved to arrive at a reasonable solution. This proactive approach helps to avoid issues that can result in a costly delay in the project schedule and budget overruns.

Quality Control/Quality Assurance (QA/QC). Converse implements a set of standard quality control measures on every project to verify that our deliverables meet set quality standards and are free from errors. Quality control begins when a client asks us to submit a proposal and continues through the completion of our scope of work. In general, we perform the following steps to maintain accuracy and timeliness in our deliverables:
• Review the RFP thoroughly and discuss the project with the client to develop a clear understanding of the project needs and objectives, including specific challenges and risks associated with the project site.
• Discuss our extent of involvement with the client’s contact person. We also discuss the specific types and quantity of laboratory testing required to meet the project specifications. This enables us to give an accurate projection for our costs and schedule. • Assign a project manager who is either an engineer or geologist to provide quality control oversight for the assigned project. As the single point of contact, the project manager develops a comprehensive understanding of the project and clients’ requirements and is responsible for communicating key project concerns to the entire project team. • Review plans and specifications to ensure that the project is completed accordingly. If a potential problem arises or is detected, the project manager will discuss it with the parties involved to arrive at a reasonable solution. This proactive approach helps to avoid issues that can result in a delay in the project schedule and budget overruns. • Maintain active communication with clients to make sure they are pleased with our services.

In case of higher staff demands, the project manager will make every attempt to meet the client’s needs.
• Implement a standardized review process for all submittals, including laboratory results, daily field reports, and geotechnical study reports, among others • Assign a registered engineer to supervise the geotechnical and materials testing laboratory.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Scope of Work and Necessary Tasks
The scope of work will vary under each potential project. Below is a general schedule framework demonstrating Converse’s responsiveness to City requests, and what the City may expect in return:

Typical Geotechnical Services Schedule (Small to Mid-Size Project) • Week 1: Project Initiation & Setup
o Initiate request and review project plans.
o Secure permits and Right of Entry.
o Schedule utility clearances (e.g., USA North/DigAlert). • Week 2: Field Investigation
o Mobilize drill rigs and personnel to the site.
o Execute soil boring, rock coring, or test pit excavation. o Perform in-situ testing (e.g., SPT, cone penetration test). • Week 3-4: Laboratory Testing
o Transport samples to the lab.
o Perform classification tests (moisture content, Atterberg limits). o Conduct strength/consolidation tests (direct shear, triaxial). • Week 5-6: Data Analysis & Reporting
o Analyze data and perform geotechnical engineering calculations. o Draft boring logs and site maps.
o Prepare final report with foundation and design recommendations.

Key Scheduling Milestones
• Mobilization: 1–3 days.
• Fieldwork Duration: 1–5 days (varies by depth/number of borings). • Lab Testing: 1–2 weeks.
• Final Report Submittal: ~4 weeks after Notice to Proceed.

Factors Affecting Schedule
• Site Access/Traffic Control: Restricted areas or high-traffic areas increase permitting time. • Environmental Concerns: Contaminated sites require specialized handling. • Weather: Heavy rain or freezing conditions can delay drilling. • Groundwater Monitoring: Longer timelines if multi-week, post-drilling groundwater monitoring is required.

Unique Methods, Tools, and Techniques
Scheduling and Service Coordination/Dispatcher: Our Field Services Coordinator (FSC) is the single point of contact to take requests for our services from the City. We request 24 hours advance notice; however, due to our proximity to your sites and amount of field personnel on staff and from our subs, we will be on-site whenever you need us.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Based on the specific project requirements, the FSC coordinates with the project manager and Lead Technician daily and schedules field personnel to be at the site on the day and time requested.

With this single point of contact, we effectively reduce the chances of miscommunication and/or technicians’ failure to be at the site on time. Our FSC is available between 7:30 a.m. and 5:00 p.m.

Service requests can be accommodated all seven (7) days of the week, except holidays. Due to our wide array of available staff, we can also accommodate multiple technician requests on weekends.

Team Flexibility and Responsiveness
Converse starts each assignment by carefully selecting its team. These team members are experienced and certified in multiple disciplines and have worked on various projects together.

This built-in efficiency saves project time and money, but also enhances communication among members.

Project Management: Siva K. Sivathasan, PhD, PE, GE, DGE, QSD, F. ASCE will be the main point of contact and project manager. At the beginning of the project, Dr. Sivathasan will collect all the project-specific information from the City project manager and prepare a project-specific scope and fee estimate and assemble a highly qualified team with appropriate experience. He will work with your project manager on field coordination, field work, and report progress and finalizing the reports.

For the construction projects during construction, he will discuss the contractor’s progress with your project manager weekly and work with our field services coordinator and field personnel to forecast the staffing hours of all inspection and testing activities. Based on the contractor schedule and sequencing of activities, he can project the staff requirements.

Availability: Converse employs a substantial pool of professionals and technical staff from three local Southern California offices, capable of responding to changes in construction schedules and expediting report preparation process for agency approval. Our project managers are always available to discuss project delays with a client. Our field staff are certified in many disciplines, making them more efficient in the field and flexible to staffing needs.

Mobilization: Due to our office location in nearby Monrovia, we can respond to service requests in under 24 hours. Our FSC is available after-hours to receive urgent service requests.

Laboratory Testing: Converse has three laboratories to accommodate fluctuating testing needs.

Labs are available 24 hours, seven days a week. Typical turnaround for testing results in 24 hours, maximum three days.

Approach to Ensuring Responsiveness and Effective Communication Scheduling of available staff and projects is coordinated through weekly office meetings. Our project managers are always available to staff and will be in constant contact with the Principalin-Charge.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Key Milestones and Processes
Project management milestones typically fall under the four phases in the project life cycle: initiation, planning, implementation/execution, and close-out. Under those four major phases the following milestones can fall:
• Project kick-off meeting and coordination
• Site reconnaissance
• Preliminary assessment
• Geotechnical investigation
• Pertinent tasks (drilling oversight, percolation testing, laboratory testing) • Data analysis and evaluation
• Report compilation
Actual milestones will vary according to type of project, but Converse will determine relevant project milestones by
• Establishing project goals.
• Dividing proposed plan into phases and tasks.
• Considering key transitional moments to recognize milestones, including in approvals and review times.
• Overlaying milestones onto your project plan.

Expectations of City
Converse attempts to establish a client’s expectations in the project kick-off meeting. We ask that clients explicitly express their expectations regarding schedule, communications, etc., so we can do our best to meet those expectations. We discuss possible challenges and proactively consider alternatives – for example, additional staffing and accelerated schedule if delays should occur.

Aside from that, we generally request access to existing reports and other material that will help us best serve you.

For our part, we will:
• Identify critical project features and prioritize them based on your budget. We will define what can be achieved within the available resources and propose options for additional features, if the budget permits.
• Ensure all testing meets the specific standards, codes, and technical documents in the contract. • Utilize daily inspection software to make logs, photos, and reports immediately accessible to stakeholders.
• Clearly define which team member is responsible for each inspection and test. • Attend pre-construction and progress meetings as needed. • Provide updates on inspection and testing results during construction meetings. • Coordinate with contractors and subcontractors to schedule inspections in accordance with construction milestones.
• Immediately notify the City of any issues that could impact the project schedule, safety, or compliance, and manage expectations before the budget is a concern.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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3. Relevant Experience
Proposed Building L Expansion

OWNER / CLIENT
Camarillo Village Square
2350 Las Posas Road
Camarillo, California 93010
Michael Osborne
714-318-4871

RESPONSIBILITIES
Materials Testing Services
Third Party Review

PROJECT DURATION
March 2020 – July 2021

PROJECT DESCRIPTION
The project site is located along the south side of Los Posas Road and east of Arneill Road in the existing Camarillo Village Square shopping center. The project involved the demolition of existing building Suites A, B, and C and construction of a new building. The footprint of the new building is approximately 14,300 square feet.

SCOPE OF WORK DURING DESIGN
▪ Reviewed available information on subsurface conditions at the site, including the results of previous geotechnical studies.
▪ Coordinate site access with the owner representative and review buried utility line locations. ▪ Stake/mark the site boring locations in the field for drill rig access. ▪ Drilled four borings to depths of five to fifty feet below the existing ground surface. ▪ Performed soil laboratory tests: Moisture-density of in-situ samples, Laboratory maximum density and optimum moisture tests, Sieve analysis, Passing No. 200 Sieve, Direct shear tests, Consolidation/Collapse tests, Soil Corrosivity Evaluation. ▪ Prepared a report with the findings and recommendations and submitted to the client.

SCOPE OF WORK DURING CONSTRUCTION
▪ Observed and approved excavation bottoms at the building pad. ▪ Conducted fill soils review and compaction of the project site. ▪ Conducted laboratory testing which included maximum dry weight and moisture relationship of soils encountered.
▪ Performed density testing during rough pad grading to verify compaction achieved. ▪ Prepared a report with results of the observations and testing performed at the site and provided to the client.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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City of Orange Corporate Yard

OWNER / CLIENT
City of Orange
300 East Chapman Avenue
Orange, CA 92866
Alan Truong
714-744-5568

RESPONSIBILITIES
Material Testing
Geotechnical Investigation and
Geotechnical Observation

PROJECT DURATION
June 2021 – September 2022

PROJECT DESCRIPTION
The project involved new storage buildings including 2,800 SF, 7,000 SF, and 1,200 SF prefabricated buildings; shade structure; wash bay facility; transfer station; canopies; block walls; and landscaping.

SCOPE OF WORK DURING DESIGN
▪ Prepared the boring locations and submitted for your review and approval. ▪ Conducted a site reconnaissance and staked/marked the boring locations such that drill rig access to all the locations was available.
▪ Retained Uti-locate to mark existing underground utilities at each boring location. ▪ Drilled seven exploratory soil borings to a depth of 10.5 and 50.0 feet below the existing ground surface (bgs).
▪ Provided representative samples of the site soils which was tested in the laboratory. This test included an in-situ moisture contents and dry densities, expansion index, R-value, soil corrosivity, collapse potential, grain size analysis, maximum dry density, optimum moisture content, and direct shear.
▪ Analyzed the data from the exploratory field work and laboratory tests. ▪ Prepared a report to document the findings, conclusions, and recommendations developed during our investigation.

SCOPE OF WORK DURING CONSTRUCTION
▪ Attended a pre-construction meeting with client representative and contractor. ▪ Provided full-time or on an as-needed basis field observation and testing during site grading, concrete placement for the building, and asphalt concrete paving. ▪ Performed laboratory testing of soils, aggregate base, and asphalt and cement concrete. ▪ Provided project management services during the duration of the project. ▪ Prepared final close-out report to include copies of all field daily reports, laboratory test results and interim letter/memos and distributed to the client representative.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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7-Eleven Convenience Store & Gas Station

OWNER / CLIENT
J.M. Stitt Construction, Inc.
3165 Palisades Drive
Corona, CA 92880
Brian Guttormson
951-271-3440

RESPONSIBILITIES
Material Testing and Inspection
Geotechnical Observation

PROJECT DURATION
September 2022 – June 2024

PROJECT DESCRIPTION
The development at 12578 Schleisman Road in Eastvale, California consisted of a single story 7- Eleven/Chevron service station. The new station has a convenience store and canopy with five fueling dispensers for self-service gasoline and diesel sales. It also includes three new underground storage tanks, a trash enclosure facility, two monument signs, landscape areas, 18 parking spaces, ywo electric charging station (EV) stalls, four bike racks, and two bike lockers.

SCOPE OF WORK DURING CONSTRUCTION
▪ Performed in-place density tests of the asphalt concrete by our field technicians. ▪ Provided concrete testing and batch plant inspection services. ▪ Collected mill test reports for rebar reinforcements, inspect welding including prior fit-up, welding equipment, welding quality and certification in accordance with AWS D1.4 and UBC Standard.
▪ Conducted inspection of masonry construction.
▪ Performed inspection of rebar bend and tensile testing. ▪ Provided daily field results for testing and inspection. ▪ Complied and analyzed the data from the field work and laboratory tests. ▪ Prepared a report to document the findings, conclusions, and recommendations developed during our investigation and inspection services.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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STAYBRIDGE SUITES HOTEL

OWNER / CLIENT
Batta Foods, Inc.
12783 Thornbury Lane
Eastvale, CA 92880
Gagan Batta
909-319-6165

RESPONSIBILITIES
• Material Testing and Inspection Services
• Geotechnical Investigation and Observation
• Percolation Testing

PROJECT DURATION
April 2020 – December 2022

PROJECT DESCRIPTION
The project consisted of a four-story hotel building which was wood frame, masonry wall, and slab on grade construction, utilizing shallow foundations. Associated with the development were roadways, parking areas, above and below ground utilities, and hardscaping and landscaping.

SCOPE OF WORK DURING DESIGN
▪ Reviewed plans and documents, geotechnical data, faulting, seismic hazard maps, and groundwater data.
▪ Conducted a site reconnaissance and mark the boring locations provided to us the client. ▪ Drilled two exploratory borings to depths of between 7.0 feet and 10.0 feet below ground surface.
▪ Drilled two exploratory percolation test holes to a depth of 5.0 feet bgs. ▪ Provided representative samples of the site soils which was tested in the laboratory. This test included an R-value, expansion index and sieve analysis. ▪ Analyzed the data from the exploratory field work and laboratory tests. ▪ Prepared a report to document the findings, conclusions, and recommendations developed during our investigation.

SCOPE OF WORK DURING CONSTRUCTION
▪ Attended preconstruction meeting with client on site. ▪ Conducted as-needed observation during post grading.
▪ Provided maximum dry density, sand equivalent and asphalt density. ▪ Prepared daily reports and distributed them to the client representative. ▪ Prepared final post grading report and distributed to client representative.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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4. Sub-contractors/Sub-Consultants
We propose no sub-consultants or sub-contractors for this proposal.

5. Proposed Scope of Services
Converse has a demonstrated understanding of the scope of work for City projects and the ability to complete the project requirements. In the interest of space, and because each scope can vary due to size and other factors, we present a general scope:

Understanding of the Work to be Performed
We understand that the City is looking for material testing and inspections services for public works pavement and striping projects and public works construction projects. The professional services for On-Call Material Testing and Inspections Services may include, but not be limited to, the following:

Soil
• Review soils report, project plans and specifications. • Review submitted on-site and/or imported materials to determine their suitability as fill materials.
• Inspect bottom of excavations.
• Inspect the excavation and bottom of drilled piers.
• Perform in-place density tests according to ASTM D1556 (sand cone method). Soil density tests may also be performed by nuclear method according to ASTM D6938 and adjusted to ASTM D1556 provided that calibration curves are periodically checked. • Performing soil analysis to determine soil properties (moisture/density/curve and or point-tests to assure compliance with established curve).
• Perform compaction testing on site by either sand cone or nuclear gauge methods. • Provide written results of tests after giving verbal results to inspection staff. • Provide written results of R-value test as requested. No analysis for optimum pavement design is required.

Concrete
• Review concrete mix designs, product mill certificates for compliance. • Perform batch plant inspection for design compliance. Perform anchor pull tests. • Review each batch ticket, inspect concrete placement, and test concrete slump. • Provide minimum of one test for each type of cement and aggregate for conformance to the working drawings and specifications for mix designs.
• Verify concrete meets the specified strength and in required areas of locations. • Fabricate and pick-up concrete cylinders.
• Test concrete for compressive strength. Test one cylinder at seven days and two at 28 days; retain one cylinder for possible test at 56 days.
• Monitor concrete tests results and advise for non-conforming tests. • Prepare reports summarizing all observations and test results.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Asphalt
• Perform asphalt concrete compaction or extraction testing on project materials as directed. • Provide written results of tests.

Structural Steel
• Review manufacturers test reports for compliance with requirements specified. • Verify material identification.
• Inspect high strength bolted connections.
• Test rebar, post tension strands, anchor bolts, and epoxy anchor dowels. • Inspect field welding.
• Inspect fabrication shop welding.
• Inspect welding in accordance with AWS D1.1. The following shall be performed on each weld:
o Verify Welding Procedure Specification (WPS) sheet has been provided and has been reviewed with each welder performing the weld. Welds not executed in conformance with the WPS are rejected.
o Verify fit-up meets tolerances of WPS and mark joint prior to welding. o Verify welding consumables per contract documents and WP. o Verify welder qualification and identification.
• Verify amperage and voltage at the arc with hand held meters. • Observe preheat and inter-pass temperatures, weld pass sequence and size of weld bead. • For seismic critical welds, inspect removal of back-up and run-off plates, preparatory grinding and execution of reinforcing fillet, verify smoothness of beam flange copes at reduced beam sections, and verify weld access holes meet surface requirements of AWS Section 5.15.4.3. • Perform nondestructive testing including magnetic particle and ultrasonic testing as needed to assist in locating defects and flaws.
• Nondestructive test all complete penetration groove welds larger than 5/16 inches by ultrasonic methods for conformance with the weld quality and standard acceptance of AWS D1.1 for welds subject to tensile strength. Pass sound through entire weld volume from two crossing directions.
• Ultrasonically inspect base metal thicker than 1" for discontinuities behind welds. • Inspect and test stud welding in accordance with AWS D1.1. Review pre-production testing and qualification. Inspect welding and perform welding verification inspection and testing. • Inspect and test deck welding in accordance with AWS D1.3. Review pre-production testing and qualification. Inspect welding and perform verification, inspection and testing. • Inspect and test welding of shear connector studs in accordance with AWS D1.1. Review preproduction testing and qualification. Inspect welding and perform verification, inspection and testing.
• Inspect and test field strength bolting and welding as described above. • Prepare reports summarizing all observations and test results. • Inspection of application of spray applied fire resistive material (SFRM). • Testing density of SFRM.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
K:\31-Geotech\2026\26-31-174 City of Montebello, Material Testing & Special Inspection Services\Proposal\26-31-174-00 Technical Proposal.docx
Reinforcing Steel
• Review material identification/mill certification sheets to ensure that steel meets project manual specifications.
• Sample and test reinforcing steel (e.g. bend and tensile tests). • Inspect welds to meet conformance with project specifications. • Verify welding procedures, welding operators and welders in accordance with AWS D1.1. • Inspect welded reinforcing bars according to CBC Section 1929. • Conduct High Strength Bolting Inspection, test bolts, nuts and washers per ICBO, CBC and AISC.
• Prepare reports summarizing all observations and test results.

Masonry
• Perform sampling and placing of masonry units with special attention to joints and bonding of units at the corners. Inspect placement of reinforcement including splices, clearances and supports. Inspect grout space immediately prior to closing of clean outs and during all grouting operations, including for removal of mortar fins, dirt, and debris. • Test mortar, grout and block by the Unit Strength Method per CBC section 2105. Test units before construction and for each 5,000 square foot wall area. Test masonry units for strength, absorption and moisture content.
• Perform batch plant inspection.
• Review certificates of compliance for materials; sample and test where nonperformance is indicated.
• Review mortar and grout mix designs and certificates of compliance for materials General Contractor proposes to use.
• Inspect placement of grout, including beneath bearing plates and attention to procedures to avoid segregation and to achieve proper consolidation. Review grout certificates. • Obtain two cores per 5,000 square feet of masonry wall and test the shear bond of the cores as required by CBC 21058 3.1.
• Prepare reports summarizing all observations and test results.

Miscellaneous Inspection and Testing
A listing of services provided by Converse that fall outside the routine testing listed above might be an engineering geologist conducting investigation and consultation with the City, specialized testing on materials such as steel tensile strength, foundation analysis or other specialized testing such as soundness of rock, Atterburg limits, analysis for shoring, stability analysis, ripability of materials, presence of hydrocarbons or other hazardous materials, sand equivalent tests, etc.

6. Conflict of Interest Statement
Converse has no financial, business, or other relationship with the City or its staff that may have an impact upon the selection process.

7. Cost Proposal
The Cost Proposal is uploaded separately.

City of Montebello
Request for Qualifications/Statement of Qualifications
RFQual No. 26-04 Materials Testing & Special Inspection Services 13 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
Civic Center Plaza New Playground Geotechnical Materials Testing and Inspection Services
June 2024 – December 2025
Owner: City of Pomona; Client: Hirsch & Associates, Inc. 505 South Garey Avenue, Pomona, CA 91766
Mr. Chuck Foley
[email protected]
714-776-4340, extension 108
President
Ximeno Avenue Water Main Geotechnical Observation
And Material Testing and Inspection
Owner: City of Long Beach; Client: Mott Macdonald
1000 Wilshire Blvd., Suite #400, Los Angeles, CA 90017
Mr. Azhar Khan, PE
Vice President
[email protected]
818-506-8088
February 2024 – August 2024
Delevan Elementary School Geotechnical Observation
And Material Testing and Inspection
Los Angeles Unified School District
333 South Beaudry Avenue, 22nd Floor, Los Angeles, CA 90017 Mr. Peyman Soroosh Moghadam, PE
[email protected]
July 2023 – On-going
213-241-6267
Supervising Structural Engineer

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
K:\31-Geotech\2026\26-31-174 City of Montebello, Material Testing & Special Inspection Services\Proposal\26-31-174-00 Technical Proposal.docx

9. Redline Comments on the Professional Services Agreement Template
Converse has reviewed the Professional Services Agreement template the City provided and has no redline revisions.

10. Additional Information
Converse offers the following advantages to the City:
• Converse staffs three licensed civil and geotechnical engineers registered in the State of California.
• Converse laboratories are accredited by the American Association of State Highway and Transportation (AASHTO) specified under AASHTO R 18-08, “Standard Recommended Practice for Establishing and Implementing a Quality Management System for Construction Materials Testing Laboratories” and by the California Department of Transportation (Caltrans) specified under the Division of Engineering Services, Materials Engineering and Testing Services Independent Assurance Manual, “Procedures for Accreditation of Laboratories and Qualification of Testers, July 2005.”
• Converse has survived several economic downturns and remains a stable, debt-free enterprise, thanks in large part to our long-term relationships with clients in a variety of markets. • Converse maintains a commitment to successful working relationships with local municipalities that attest to our ability provide responsive services. • Converse understands that Public Works Departments are tasked with oversight of multiple concerns, and we are committed to ensuring our clients receive the support they need. • Converse has the competitive rates and qualified staff resources to benefit each project as well as the overall mission of the City.

We are well qualified to provide the services described in the RFP. Converse possesses all of the required employee and laboratory certifications, accreditation, and licensing to perform this scope of work in the State of California. However, we are unable to provide staff augmentation services at this time.

Why Converse is the most qualified for this contract. Converse has 80 years of experience; several Southern California offices from which to draw licensed and certified staff, if necessary; we are financially stable, have no litigation or professional misconduct that blemishes our record; we are registered with the Department of Industrial Relations; we are fully insured. Our team is professionally active and encouraged to obtain further education or professional credentials.

Qualifications which set Converse apart from other proposers. Among other things, Converse maintains full-service laboratories to service projects in a timely and cost-effective manner. Lab staff are trained to conduct all tests and, where applicable, possess appropriate certificates.

Laboratories are managed by registered engineers and staffed by experienced and qualified technicians. Our in-house capabilities enable sharing the workload across regional laboratories to ensure that results are ready when they are due. Test results are reviewed by the laboratory supervisors and signed by the manager prior to issuance to the client.

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Converse’s general service capabilities, qualifications, and experience.

Over the past 80 years, Converse has gained the experience to provide various services to municipalities and other public agencies. We have the staff, resources, and capabilities, including various technical programs. In addition to materials testing and inspection services, Converse’s services include geotechnical engineering (including subsurface investigation, earthwork, foundations, retaining walls, pipelines, pavements, engineering geology (including faulting and seismic hazards), geotechnical laboratory, building sciences, and environmental services.

Converse has several on-call and as-needed contracts with various municipalities, including the City and County of Los Angeles.

The table below represents Converse Consultants’ municipal experience. Contract cities that are or have been Converse’s clients are in boldface font.

Agoura Hills
Aliso Viejo
Anaheim
Arcadia
Artesia
Azusa
Bakersfield
Beaumont
Bell
Bellflower
Beverly Hills
Big Bear Lake
Bradbury
Brea
Brentwood
Buena Park
Burbank
Calabasas
Calimesa
Camarillo
Canyon Lake
Carson
Cathedral City
Cerritos
Chino
Chula Vista
Claremont
Colton
Commerce
Compton
Corona
Costa Mesa
Covina
Cudahy
Culver City
Cypress
Del Mar
Desert Hot Springs
Downey
Duarte
Fontana
Fountain Valley
Fullerton
Garden Grove
Gardena
Glendale
Glendora
Goleta
Hemet
Hermosa Beach
Highland
Huntington Beach
Indian Wells
Indio
Industry
Inglewood
Irvine
Irwindale
La CanadaFlintridge
La Habra Heights
La Mesa
La Mirada
La Puente
La Quinta
Laguna Beach
Lake Arrowhead
Lake Forest
Lawndale
Lemon Grove
Loma Linda
Lomita
Long Beach
Los Alamitos
Los Angeles
Lynwood
Malibu
Manhattan Beach
Maywood
Mission Viejo
Monrovia
Montclair
Montebello
Monterey Park
Moorpark
Moreno Valley
Newport Beach
Ontario
Orange
Oxnard
Palm Desert
Palm Springs
Pasadena
Pico Rivera
Placentia
Pomona
Poway
Rancho Cucamonga
Redondo Beach
Redlands Rialto
Riverside
Rosemead
San Bernardino
San Clemente
San Dimas
San Fernando
San Gabriel
San Jacinto
San Marino
Santa Ana
Santa Clarita
Santa Monica
Santa Paula
Seal Beach
Signal Hill
Simi Valley
South El Monte
South Gate
Temple City
Thousand Oaks
Torrance
Upland
Victorville
Villa Park
West Covina
West Hollywood
Yorba Linda
Yucaipa

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Converse’s on-call experience over the last five years includes the following:

Municipalities
City of Glendale Geotechnical, Soils Engineering, and Materials Testing and Construction Management and Inspection
City of Glendora On-Call Consultant List
City of La Mirada On-Call Construction Inspection, Special Inspection, and Materials Testing and Sampling Services
City of Lancaster On-Call Geotechnical Engineering and Materials and Laboratory Testing City of Los Angeles On-Call Pre-Qualified Consultants List City of Thousand Oaks On-Call Professional Consulting Services Public Agencies
Camarillo Sanitation District On-Call Consultant List
Los Angeles County Sanitation District On-Call Inspection and Testing Agreement Municipal Water District On-Call Geotechnical & Dam Safety Consulting Services Santa Clarita Valley Water District Engineering Services Section On-Call Consultant List School Districts
Bassett USD Special Inspection and Material Testing Services El Monte Union High School District On-Call Consulting Services HLPUSD On-Call Geotechnical and MTI Consulting Services Las Virgenes USD On-Call General Professional Services for District Facilities Las Virgenes USD Specialty Inspection and Materials Testing Services LAUSD On-Call Geotechnical Engineering Services & MTIS
LBUSD On-Call Geotechnical Engineering Services & MTIS
Norwalk-La Mirada USD Geotechnical and Material Testing and Special Inspection Consulting Services
Palos Verdes Peninsula USD Material Testing and Inspection Services Santa Monica Malibu USD-Deputy Inspection Lab of Record On-Call List Santa Monica Malibu USD-Geotechnical Services
Simi Valley USD Statement of Qualifications for On-Going Construction Materials Testing and Inspections
Wiseburn USD Geotechnical Consulting On-Call List
Wiseburn USD Lab of Record On-Call List
Governmental Scientific and Research Facilities
JPL On-Call Geotechnical Engineering and Material Testing Consulting Services JPL Time and Material/Architect Engineering Geotechnical and Environmental Engineering, Testing, and Inspection Services

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Hashmi Quazi, PhD, PE, GE
QA/QC
Dr. Quazi has over 39 years of experience providing
geotechnical engineering services and has earned a reputation for providing quality work in an honest and ethical manner, on time and within budget. Dr. Quazi provides quality control, budget oversight, and technical assistance on project types including municipalities, water-related agencies, and
transportation clients.

Relevant Experience
Two 1.5 MG Water Reservoirs and a Booster Station at Plant M2, Montebello, CA. QA/QC.

Provided quality control oversight for the materials testing and inspection and geotechnical investigation and observation. The project consisted of the construction of two 1.5 million gallons steel water reservoirs and a 3,000 gpm (gallons per minute) booster pump station. And included installation of two steel water pipelines, 30 inch and 24 inch diameters, each about 550 feet long.

Physical Sciences Seismic Retrofit, Cal State L.A., Los Angeles, CA. Principal in Charge.

Provided quality control overview for material testing and inspection and geotechnical investigation during construction. Reviewed building history and evaluation capacity of existing pile foundation under gravity and axial loads in support of the Seismic Retrofit Project for Physical Sciences Building; Building 12 an eight story, high-rise tower with two levels of basement.

Tehachapi State Prison, Tehachapi, CA. Principal in Charge. Performed quality control and budget oversight for the materials testing and inspection and geotechnical observation during construction. The project involved construction of additions and renovations to the prison.

Schaeffer Avenue Storm Drain, Chino, CA. Principal in Charge. Provided technical oversight and budget control for the geotechnical observation and material testing. The project consisted of 4,150 feet of storm drain improvements along Schaeffer Avenue in Chino. The proposed storm drains consisted of Reinforced Concrete Pipes (RCP) with invert depths ranging between approximately 10 to 12 feet below existing ground surface (bgs). The diameter of the RCP ranges from 24 inches to 60 inches. Pipes were installed using open cut-and-cover technique. Maximum depth to the bottom of manholes is approximately 15 feet bgs. The project included removing and replacing sidewalks with ADA compliance ramps, catch basins, jack and bore under the railroad track.

Riverside City-Wide Street, Sewer, and Storm Drain Maintenance, Riverside, CA. Principal in Charge. Provided quality control and technical oversight of the materials testing and inspection.

The project involved performing street maintenance improvements at various locations for streets, storm drains and sewer pipelines throughout the City of Riverside.

EDUCATION
▪ PhD, Civil Engineering, University of
Arizona, 1987
▪ MS, Civil Engineering, Arizona State
University, 1982
▪ BS, Bangladesh Engineering University,
1978

REGISTRATIONS/CERTIFICATIONS
▪ California, Civil Engineer, No. 46651
▪ California, Geotechnical Engineer, No.
2517

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
K:\31-Geotech\2026\26-31-174 City of Montebello, Material Testing & Special Inspection Services\Proposal\26-31-174-00 Technical Proposal.docx

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Siva K. Sivathasan, PhD, PE, GE, DGE, QSD, F.ASCE
Project Manager
Dr. Sivathasan is a California-registered civil and geotechnical engineer with 32 years of geotechnical and construction experience. He is skilled at analyzing complex geotechnical problems and preparing comprehensive reports with detailed recommendations. He has extensive knowledge of construction projects from managing geotechnical observation and testing, special inspection and material testing, and Caltrans source inspection services. He is a subject matter expert for the California Board of Professional Engineers, Land Surveyors, and Geologists for geotechnical engineering exam
development.

Dr. Sivathasan teaches several civil engineering undergraduate classes at Cal Poly Pomona. He teaches geotechnical
engineering and engineering surveying sections for the
California Professional Engineer Exam; is the vice chair of the ACSE Los Angeles Section Geotechnical Group; and has
published several papers in journals and for international and national conferences.

Relevant Experience
Montebello Unified School District, Schurr High School Track and Field Renovations, Montebello, CA. Project Manager. Performed material testing and special inspection and geotechnical observation and testing for the project, which included renovations to the track and field area and addition of bleachers and two restroom buildings. Converse’s responsibilities consisted of the testing of soils and materials during construction, including aggregate base, concrete, masonry, asphalt, and steel.

City of Brea Fire Station No. 2, Brea, CA. Project Engineer. Conducted special inspection and material testing as well as geotechnical investigation during design and geotechnical observation and testing during construction.

City of Lake Forest, Civic Center and Serrano Summit Development, Lake Forest, CA. Project Manager. Provided management of materials testing and inspection for the project, which consisted of providing a third-party geotechnical field review and testing services during rough grading for the Lake Forest Civic Center & Serrano Summit Development projects.

Mount San Antonio College, Various Projects, Walnut, CA. Project Manager/Engineer. Dr.

Sivathasan provided direction on various materials testing and inspection projects for Mt. SAC in neighboring Walnut.

EDUCATION
▪ PhD, Civil Engineering, University of
California, Davis, 2002
▪ MS, Civil Engineering, University of
California, Davis, 1997
▪ BS, Civil Engineering, University of
Peradeniya, Sri Lanka, 1994

REGISTRATIONS/CERTIFICATIONS
▪ California, Civil Engineer, No. 63185
▪ California, Geotechnical Engineer No.
2708
▪ Diplomate in Geotechnical Engineering
No. 1169
▪ CFR 1910.120 OSHA 8-Hour Refresher
Training
▪ CFR 1910.120 OSHA 40-Hour Training
▪ Nuclear Soil Density Gauge
Certification

AREAS OF EXPERTISE
▪ Geotechnical Engineering
▪ Deep Foundations
▪ Water/Wastewater Treatment
▪ Educational Institutions
▪ Building Foundations
▪ Bridge Foundations

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
K:\31-Geotech\2026\26-31-174 City of Montebello, Material Testing & Special Inspection Services\Proposal\26-31-174-00 Technical Proposal.docx

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
K:\31-Geotech\2026\26-31-174 City of Montebello, Material Testing & Special Inspection Services\Proposal\26-31-174-00 Technical Proposal.docx
Dean Stanphil, PE, GE, CEM
Principal Engineer
Mr. Stanphill has over 44 years of experience providing geotechnical engineering services for a wide variety of projects, including transportation, education, commercial, landfill, and public agency projects. He also has over five years of experience with regards to methane monitoring and biogas collection system design. His experience includes expert witness work regarding methane migration issues on several projects in both the United States and in Australia.

Relevant Experience
San Sevaine Trail, San Bernardino County, CA. Project
Engineer. Provided fieldwork management and prepared
paperwork and reports for the material testing and inspection and geotechnical observation.

San Jose State University Spartan Shops at MacQuarrie
Hall, San Jose, CA. Engineer of Record during the material testing and inspection services provided to the new Spartan Shops. This project was the relocation of the Spartan Shops amenities from the Student Union to the MacQuarrie Hall Breezeway. Services included the inspection of concrete, steel and fireproofing, laboratory testing, and report.

Nevada Department of Transportation Contracts 2946 and
2955 (Four Projects), Beatty, NV and Las Vegas, NV. Engineer of Record during the construction observation and materials testing services on four projects. These included asphalt paving, aggregate base course, and subgrade preparation for 42 miles of U.S. Route 95 near Beatty and Amargosa Valley, Nevada. Four miles of Eastern Avenue and Sunset Road were subject to coldmilling and overlaying, and streetlight work at Sunset Road and Stephanie Street was performed.

Susanville State Prison Wastewater Treatment Plant Ponds, Susanville, CA. Project Engineer. Provided comprehensive geotechnical construction material testing services for the extensive series of infiltration ponds constructed for the prison.

The challenges to be addressed included excavation stability and the suitability of fill materials.

EDUCATION
▪ MBA, California State University, San
Bernardino, 1990
▪ BS, Civil Engineering, San Diego State
University, 1983

REGISTRATIONS/CERTIFICATIONS
▪ California, Geotechnical Engineer, No.
2271
▪ California, Civil Engineer, No. 43612
▪ California, Environmental Assessor, No.
07476
▪ California, Qualified Stormwater
Practitioner, No. 22010
▪ California, Qualified Stormwater
Developer, No. 22010
▪ California, Qualified Industrial
Stormwater Practitioner
▪ Nevada, Civil Engineer, No. 13546
▪ Pennsylvania, Civil Engineer, No.
070975
▪ Arizona, Civil Engineer, No. 39163
▪ Colorado, Civil Engineering, No. 37454
▪ North Carolina, Civil Engineer, No.
040447
▪ Florida, Civil Engineer, No. 82927
▪ Georgia, Civil Engineer, No. 41905
▪ Utah, Civil Engineer, No. 1048013-2202
▪ New Mexico, Civil Engineer, No. 16190
▪ Oregon, Geotechnical Engineer, No.
89124
▪ Nevada, Environmental Manager, No.
2410
▪ 40-Hour OSHA Training
▪ Nuclear Density Gauge Structural Steel
and Welding – ICC
▪ Fireproofing – ICC
▪ Masonry ICC

PROFESSIONAL MEMBERSHIPS/

AFFILIATIONS
▪ American Council of Engineering
Companies
▪ American Public Works Association
▪ American Society of Civil Engineers
▪ Associated Builders and Contractors
▪ American Institute Architects
▪ International Code Council

AREAS OF EXPERTISE
▪ Geotechnical Engineering
▪ Street and Highway Pavements
▪ Bridges
▪ Pipelines
▪ Landfills
▪ Gas Mitigation
▪ Commercial Buildings
▪ Residential Development
▪ Commercial Development
▪ Parking Garages

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
K:\31-Geotech\2026\26-31-174 City of Montebello, Material Testing & Special Inspection Services\Proposal\26-31-174-00 Technical Proposal.docx

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
K:\31-Geotech\2026\26-31-174 City of Montebello, Material Testing & Special Inspection Services\Proposal\26-31-174-00 Technical Proposal.docx
Ernesto (Sean) Castillo
Field Technician
Mr. Castillo has 15 years of experience as a soils technician both in the laboratory and in the field. He has experience on various public works projects, educational buildings, transportation projects, water and wastewater treatment plants, and others.

Relevant Experience
City of Lancaster, Park and Ride Parking Lot Refurbishment Project, Lancaster, CA. Field Technician. The project included providing a Quality Assurance Plan (QAP) and materials testing servicesin support of construction for the PWCP 21-002 Park and Ride Parking Lot Refurbishment Project. Construction QAP and materials testing services include, but are not limited to, project management; contractor material submittals; sampling, testing, and inspection.

City of Pomona, New Playground and Amenities, CIP 428-71063, Civic Center Plaza, Pomona, CA. Field Technician. Converse provided as-needed geotechnical engineering and materials testing services for the city of Pomona’s construction of a new playground and various associated recreational amenities at the Civic Center Plaza. Inspection covered soils, asphalt, concrete, masonry, and more.

City of Pomona, Garey Avenue Rehabilitation Aliso Street to Monterey Avenue City Project No. 428-68573, Pomona, CA. Field Technician. Converse provided as-needed geotechnical engineering and materials testing services for rehabilitation services performed at Garey Avenue – Aliso Street to Monterey Avenue. Field testing included soils sampling, concrete batch inspections, and rebar inspection.

UC Riverside Glen Mor 2 Student Housing, Riverside, CA. Field Technician. Provided materials testing and inspection services as well as geotechnical observation and testing. The project consisted of five 5-story resident apartment buildings totaling 334,400 square gross square feet, a residential student office building, community and food service emporium services, offices and support spaces, a conference facility and a 600-space parking structure. In addition, there will be enhancements to the adjacent arroyo, two bridges over the Arroyo between the proposed project and the existing Glen Mor 1 student housing complex, and a swimming pool.

Well 205 Groundwater Treatment Improvements Project, Santa Clarita Vally Water Agency, Santa Clarita, CA. Field Technician. The project included the construction of a perimeter wall, pavement, driveway, chemical building, Ion Exchange (IX) vessels, granular activated carbon vessels, a backwash tank, pump upgrades, drain line, water line, etc. Converse provided materials testing as well as geotechnical and specialty inspection services. Converse was also responsible for material and soil sampling, field analysis, and laboratory testing.

REGISTRATIONS/CERTIFICATIONS
▪ ACI Grade I Field Technician
▪ Nuclear Gauge Certified
▪ Caltrans 216 - Relative Compaction of
Soils and Aggregates
▪ Caltrans 231 - Relative Compaction of
Soils and Aggregates, Nuclear

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
K:\31-Geotech\2026\26-31-174 City of Montebello, Material Testing & Special Inspection Services\Proposal\26-31-174-00 Technical Proposal.docx

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
K:\31-Geotech\2026\26-31-174 City of Montebello, Material Testing & Special Inspection Services\Proposal\26-31-174-00 Technical Proposal.docx
Jose Navarrete
Field Technician
Mr. Navarrete has 17 years of experience in the fields of construction inspection and testing of soils. Mr. Navarrete has completed the basic CPN training course on Radiation Safety and use of Nuclear Gauges and holds multiple Caltrans
certifications. He is responsible for performing laboratory testing of soils and is proficient in conducting various tests in accordance with ASTM Standards. Mr. Navarrete is efficient in performing batch plant inspections, pull tests, torque tests, slump tests, coring of asphalt and concrete, and rebar location using the pachometer.

Relevant Experience
Mt. San Antonio College, Athletic Complex East (Stadium), Walnut, CA. Inspector/Field Technician. Converse performed materials testing and inspection services and geotechnical investigation and observation for the Athletic Complex East at Mt. San Antonio College. The stadium will become an ADA-compliant facility for the 2020 Olympic Track and Field Trails.

Orange County Water District Groundwater Replenishment System, Fountain Valley, CA.

Field Technician. Provided testing and inspection services for this project, which consisted of modifying the OCWD Groundwater Replenishment System from 70 MGD to 100 MGD. The expansion required the construction of several new structures, including two 7.5 MG above-ground steel storage tanks, 1,000 linear feet of 54-inch diameter pipeline, 200 linear feet of 54-inch diameter pipeline, a UV facility for installation of two new UV trains, a decarbonation tower, a lime saturator, and other modifications and upgrades.

Orange County Sanitation District Brookhurst P2-66, Task 3, Huntington Beach, CA. Field Technician. Provided testing and inspection services for this project, which involved the P2-66 headworks replacement within the OCSD’s Plant No. 2 sewage treatment facility. The project consisted of the construction of several new structures to replace the existing Headwork “C” at the location of the existing sludge drying beds.

South Region Middle School #2, Los Angeles Unified School District, Los Angeles, CA. Field Technician. Provided testing of soil-compaction testing of subgrade, backfill utility trenches, and footing verification. Also performed pull test and torque test on field material such as anchor bolts, rebar, and ceiling splay wires.

Central Region 19, Los Angeles Unified School District, Los Angeles, CA. Field Technician.

Provided testing of soil-compaction testing of subgrade, backfill utility trenches, and footing verification. Also performed pull test and torque test on field material such as anchor bolts, rebar, and ceiling splay wires.

REGISTRATIONS/CERTIFICATIONS
▪ Nuclear Gauge Certified
▪ Caltrans 231 - Relative Compaction -
Nuclear Gauge
▪ Caltrans 504 - Air Content, Freshly
Mixed Concrete, Pressure
▪ Caltrans 518 - Density of Fresh Concrete
▪ Caltrans 523.1 Sections B.1 and B.2
▪ Caltrans 539 - Sampling Freshly Mixed
Concrete
▪ Caltrans 540 - PCC Cylinder Fabrication
▪ Caltrans 543 - Air Content of Freshly
Mixed Concrete
▪ Caltrans 556 - Slump of Fresh Portland
Cement Concrete
▪ Caltrans 557 - Temperature of Freshly
Mixed Portland Cement Concrete

SOQ for On-Call Material Testing & Special Inspection Services City of Montebello, Los Angeles County, California

Converse Consultants
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Converse Consultants
Geotechnical Engineering & Consulting, Environmental & Groundwater Science, Materials Testing & Inspection Services
717 South Myrtle Avenue, Monrovia, California 91016
Telephone: (626) 930-1200 ♦ Facsimile: (626) 930-1280 ♦ email: [email protected] May 6, 2026
City of Montebello
Attn: Ms. Vanessa Ramos, Administrative Manager
1600 W. Beverly Boulevard
Montebello, CA 90640
RE: COST PROPOSAL IN RESPONSE TO RFQUAL NO. 26-04 MATERIALS

TESTING & SPECIAL INSPECTION SERVICES
Montebello, Los Angeles County, California
Converse Project Number: 26-31-174-00
Ms. Ramos,
THE CONVERSE PROFESSIONAL GROUP, dba Converse Consultants (Converse), appreciates the opportunity to share our cost proposal with the City of Montebello for the Materials Testing and Special Inspection Services opportunity (in response to RFQual No. 26-04). Our cost proposal includes Converse’s billable hourly rate sheet/schedule.

As Converse’s President, I am authorized to act on behalf of the firm and bind it contractually. As with the Statement of Qualifications, this Fee Proposal will remain valid for 90 days from the submission deadline.

Regards,

CONVERSE CONSULTANTS
Siva Sivathasan, PhD, PE, GE
President / Principal Engineer

Converse Consultants PW2026 Geotech

CONVERSE CONSULTANTS
Prevailing Wage Schedule of Fees
Introduction
It is the objective of Converse Consultants to provide its clients with quality professional and technical services and a continuing source of professional advice and opinions. Services will be performed in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. This fee schedule is valid through the life of the contract.

Hourly Charges for Personnel
Staff assignments will depend on personnel availability, job complexity, project site location, and experience level required to satisfy the technical requirements of the project and to meet the prevailing standard of professional care.

Field Technical Services (hourly rate including vehicle and equipment) Construction Inspector – ACI/ICC and/or AWS/CWI certified (concrete, post-tension, masonry, structural steel, fireproofing; includes concrete batch plant and local steel fabrication inspections) ...............................$156 DSA Masonry Inspector ........................................................................................................................................................... 156 Non-Destructive Testing Inspector (ultrasonic, magnetic particle, dye penetrant, skidmore, pull testing, torque testing, Schmidt hammer, and pachometer) .......................................................................................................... 161 Coating Inspector/Coring Technician ....................................................................................................................................... 161 Soils Technician (soil, base, asphalt concrete, and moisture emission testing) ....................................................................... 156 Sample Pick-Up ......................................................................................................................................................................... 60 Professional Services (consultation for field and office, if requested) Staff Professional ...................................................................................................................................................................$156 Senior Staff Professional.......................................................................................................................................................... 161 Project Professional ................................................................................................................................................................. 170 Project Manager....................................................................................................................................................................... 180 Senior Professional .................................................................................................................................................................. 185 Principal Professional............................................................................................................................................................... 225 Principal Consultant ................................................................................................................................................................. 235 Laboratory Testing
Laboratory Technician...................................................................................................................................................... Per Test (see Geotechnical Laboratory Testing and Materials Testing Services fee schedules.) Laboratory Supervisor............................................................................................................................................................ $100 Office Support
Clerical/Word Processing......................................................................................................................................................... $95 Drafting....................................................................................................................................................................................... 95 CAD Operator/Drafting Manager..............................................................................................................................................100 Overtime and special shift rates for Field Services personnel are determined in accordance with Prevailing Wage law. Travel time to and from the job site will be charged at the hourly rates for the appropriate personnel.

Expenses

1. Exploration expenses (drilling, trenching, etc.) are charged at cost plus fifteen percent.

2. Travel and subsistence expenses (transportation, room and board, etc.) for individuals on projects requiring travel and/or living 50 miles away from the project site are charged at cost plus fifteen percent.

3. Automobile and truck expenses are charged at cost plus fifteen percent (rentals) or at the current IRS milage rate per mile for company-owned vehicles traveling between principal office and project.

4. Other out-of-pocket direct project expenses (aerial photos, long-distance telephone calls, permits, bonds, outside printing services, tests, etc.) are charged at cost plus fifteen percent.

Invoices

1. Invoices will be submitted to the Client on a monthly basis, and a final bill will be submitted upon completion of services.

2. Payment is due upon presentation of invoice and is past-due thirty days from invoice date. In the event Client fails to make any payment to Converse when due, Converse may immediately cease work hereunder until said payment, together with a service charge at the rate of eighteen percent per annum (but not exceeding the maximum allowed by law) from the due date, has been received.

Further, Converse may at its sole option and discretion refuse to perform any further work irrespective of payment from Client in the event Client fails to pay Converse for services when said payments are due.

3. Client shall pay attorneys’ fees or other costs incurred in collecting any delinquent amount.

General Conditions
The terms and provisions of the Converse General Conditions are incorporated into this fee schedule as though set forth in full. If a copy of the General Conditions does not accompany this fee schedule, Client should request a copy from this office.

Converse Consultants GLT2026

CONVERSE CONSULTANTS
Schedule of Fees – Geotechnical Laboratory Testing
Compensation for laboratory testing services will be made in accordance with this fee schedule which includes test report(s) and engineering time. Costs of tests not on this schedule will be by quote and/or in accordance with our current hourly fee schedule. The rates are based on non-contaminated soil. A surcharge will be charged for handling contaminated material, which will be determined based on the project. This fee schedule is valid through the life of the contract.

IDENTIFICATION AND INDEX PROPERTIES TESTS
Visual Classification, ASTM D2488...................................20.00 Engineering Classification, ASTM D2487 ......................... 25.00 Moisture Content and Dry (bulk) Density,
ASTM D2216 and D2937............................................. 25.00 Moisture Content, ASTM D2216 ..................................20.00 Shrinkage Limit, ASTM D4943..........................................85.00 Atterberg Limits, ASTM D4318
Several points ............................................................ 150.00 One Point.....................................................................50.00 Particle Size Analysis, ASTM D6913
Fine Sieve, from +#200 to #4.....................................100.00 Coarse and Fine Sieve, from #200 to 3 in..................180.00 Hydrometer ................................................................ 120.00 Percent Passing #200 Sieve, ASTM D1140...................... 80.00 Specific Gravity
Fine, passing #4 sieve, ASTM D854..........................100.00 Coarse, retained on #4 sieve, ASTM C127................100.00 Sand Equivalent Test, ASTM D2419............................... 130.00 Double Hydrometer Dispersion, ASTM D4221................150.00

COMPACTION AND BEARING STRENGTH
Standard Proctor Compaction, ASTM D698 or ASTM D1557
Method A or B............................................................ 210.00 Method C, 6” mold...................................................... 220.00 California Impact Method, Caltrans 216.......................... 220.00 R-value, ASTM D2844 and CTM301............................... 280.00 California Bearing Ratio (CBR), ASTM D1883
1 Point........................................................................ 550.00 3 Points ......................................................................750.00 Relative Density

0.1 Cubic Foot Mold...................................................200.00

0.5 Cubic Foot Mold...................................................300.00

SHEAR STRENGTH
Torvane/Pocket Penetrometer ..........................................25.00 Direct Shear
Quick Test....................................................................75.00 Consolidated, Drained, granular soil,
ASTM D3080 ........................................................ 230.00 Consolidated, Drained, fine grained soil,
ASTM D3080 ........................................................ 260.00 Consolidated, Undrained, fine grained soil................. 230.00 Residual Strength, per cycle ........................................ 70.00 Remolded Specimens .................................................. 70.00

STATIC UNIAXIAL AND TRIAXIAL STRENGTH TESTS
(PER POINT)
Unconfined Compression, ASTM D2166 ........................150.00 Unconsolidated, Undrained, ASTM D2850 .....................160.00 Consolidated, Undrained, per point ................................700.00 Consolidated, Drained, per point ....................................700.00 With Pore Pressure Measurement, per load...................150.00 Remolded Specimen......................................................... 90.00 CONSOLIDATION (ASTM2435) AND SWELL COLLAPSE
(ASTM D4546) TESTS
8 Load Increments .......................................................... 260.00 Additional Load Increment ................................................ 50.00 Time-Ratio, per load increment......................................... 90.00 Single Point, collapse test................................................. 90.00 Single Load Swell, ASTM D4546
Ring Sample, Field Moisture......................................... 95.00 Ring Sample, Air Dried ................................................. 95.00 Remolded Sample.............................................................. 70.00 Expansion Index Test, UBC 29-2/ASTM D4829................140.00

HYDRAULIC CONDUCTIVITY TESTS
Constant Head, ASTM D2434...........................................250.00 Falling Head Flexible Wall, ASTM D5084 .........................300.00 Triaxial Permeability, EPA 9100........................................350.00 Remolded Specimen.......................................................... 60.00

CHEMICAL TESTS
Corrosivity (pH, resistivity, sulfates, chlorides)..................225.00 Organic Content, ASTM D2974.........................................100.00 Conditions: Unit rates presented on this fee schedule are for routinely performed geotechnical laboratory tests. Numerous other earth material physical tests can be performed in our geotechnical laboratories, including rock core, soil cement and soil lime mixture tests. Tests not listed can be quoted upon request. This fee schedule is valid through December 31, 2026.

Prices are based on the assumption that samples are uncontaminated and do not contain heavy metals, acids, carcinogens and/or volatile organics which can be measured by an organic vapor analyzer or photoionization detector with a concentration greater than 50 parts-per-million (ppm). Quoted testing fees are based on the assumption that no protective clothing will be required to handle samples. If Level D protective clothing will be required during handling of samples (as defined in Federal CFR Part 1910.120), then a 40% increase in fees presented in this schedule will be applied. Level C protective clothing will be a 60% increase in fees. Converse will not handle samples that require either Level B or Level A protection in our geotechnical laboratories.

Contaminated samples will be returned to the client. Uncontaminated samples will be disposed of 30 days after presentation of test results. The client must disclose the source of samples. Samples imported from out of state will be incinerated after testing in accordance with requirements of the United States Department of Agriculture. Soil samples obtained within the State of California currently designated quarantine areas will also be incinerated in accordance with the requirement of the State of California, Department of Food and Agriculture, Division of Plant Industry, Pest Exclusion. A $5.00 incineration fee will be added to each sample that is required to be incinerated in accordance with State and Federal law.

Test results requiring plots will be presented in a publishable format generated from computer programs. Otherwise, raw test numbers will be presented. A minimum laboratory fee of $50.00 will be charged to present and mail test results. Beyond the standard U.S. Mail delivery, specialized transmittal will be charged at additional cost (e.g., Federal Express, UPS, etc.). Geotechnical testing does not include engineering and/or geologic review and analysis.

Typical turnaround for geotechnical laboratory testing is two weeks (or roughly ten working days). To expedite test turnaround to five working days, a 50% increase in the fees in this schedule will be applied. Many geotechnical tests require at least one week to perform in accordance with ASTM or other standard specifications. Fees presented in this schedule for relatively undisturbed direct shear, consolidation or expansion pressure tests are based on the assumption that 2.416-inch inside diameter brass ring samples will be provided to the geotechnical laboratory for testing. Remolded specimens will be compacted in standard 2.5-inch outside diameter brass rings for direct shear, consolidation and expansion pressure tests. All fees presented in this schedule are based on the assumption that the client will deliver samples to our laboratory at no additional cost to Converse.

Invoices will be issued monthly and are payable on receipt unless otherwise agreed upon. Interest of 1.5% per month (but not exceeding the maximum allowed by law) will be payable on any amount not paid within thirty days; payment thereafter to be applied first to accrued interest and then to the principle unpaid amount. The Client shall pay any attorneys' fees or other costs incurred in collecting any delinquent amounts.

Converse Consultants MTS2026

CONVERSE CONSULTANTS
Schedule of Fees – Materials Laboratory Testing
Compensation for laboratory testing services will be based on rates in accordance with this fee schedule which includes test report(s) and engineering time. Costs of tests not on this schedule will be by quote and/or in accordance with our current hourly fee schedule.

Our services will be performed in accordance with the General Conditions. This fee schedule is valid through the life of the contract.

AGGREGATES
Moisture Content, ASTM D2216 .............................................. 25.00 Particle Size Analysis
Coarse, ASTM C136, each............................................... 120.00 Coarse and Fine, ASTM C136 & C137), each.................. 180.00 Specific Gravity & Absorption
Coarse Aggregate, ASTM C127....................................... 115.00 Fine Aggregate, ASTM C128 ........................................... 175.00 Unit Weight per Cubic Foot, ASTM C29 ............................. 75.00 Soundness, Sodium or Magnesium, ASTM C88, each..... 550.00 Potential Alkali Reactivity, ASTM D289 ............................ 700.00 Freeze Thaw Soundness.................................................. 175.00 Los Angeles Abrasion, per class, ASTM C131, C535....... 375.00 Sand Equivalent, ASTM D2419........................................ 180.00 Lightweight Particles, ASTM C123, each.......................... 300.00 Clay Lumps & Friable Particles, ASTM C142, each.......... 290.00 Stripping Test, ASTM D1664, each .................................... 85.00 Organic Impurities, ASTM C40......................................... 140.00 Durability ...................................................................... By Quote

CONCRETE TESTS
Laboratory Trial Batch, ASTM C192 .................................. By Quote Laboratory Mix Design, Historical Data.............................. By Quote Compression Test, 6”x12” Cylinder, ASTM C39, each............. 55.00 Lightweight Concrete
Compression ...................................................................... 55.00 Unit Weight......................................................................... 55.00 Specimen Preparation, Trimming or Coring, each ................... 75.00 Bond Strength, ASTM C321
Prepared by Converse...................................................... 250.00 Prepared by Others .......................................................... 150.00 Core Compression Test, ASTM C12, each............................ 120.00 Flexure Test, 6”x6” Beams, ASTM C78, each........................ 130.00 Modulus of Elasticity, Static, ASTM C469, each .................... 275.00 Length Change, ASTM C157, 3 bars, 5 readings each,
up to 26 days.................................................................... 550.00 Splitting Tensile, 6”x12” Cylinders, each................................ 110.00 Field Concrete Control (sampling, slump, temperature,
cast 4 cylinders, molds, cylinder pick-up, within 10 miles of office, stand-by extra), ASTM/UBC, hourly rate
schedule, or each cylinder.................................................. 95.00 Field Concrete Control (same as above plus air content test), ASTM/UBC, each cylinder.................................................. 95.00 Hold Cylinder........................................................................... 10.00 Cylinder Mold, sent to job site but not cast by Converse or returned to Converse............................................................ 7.00 MASONRY (ASTM C140, E447, UBC STANDARD 24-22)
Moisture Content, as received, each...................................... 105.00 Absorption, each...................................................................... 85.00 Compression, each.................................................................. 85.00 Shrinkage, ASTM C426, each ............................................... 250.00 Net Area and Volume, each..................................................... 30.00 Masonry Blocks, per set of 9............................................... 1,500.00 Masonry Core Compression, each......................................... 125.00 Masonry Core Shear, each.................................................... 245.00 Masonry Core Trimming, each............................................... 150.00 Compression Test, grouted prisms, 8”x8”x16”, each.............. 300.00 Compression Test, grouted prisms, 12”x16”x16”, each.......... 425.00 Compression Test
2”x4” Mortar Cylinder, each ................................................ 55.00 3”x6” Grout Prisms, each.................................................... 55.00 2” Cubes, ASTM C109, each.............................................. 55.00 Cast by Others......................................................................... 55.00 Mortar or Grout Mix Designs.............................................. By Quote

FIREPROOFING TESTS
Oven Dry Density, per sample................................................. 80.00

MOISTURE EMISSION TEST
Moisture Emission Test Kit......................................................85.00

ASPHALTIC CONCRETE
Stability, Flow, and Unit Weight, ASTM D6927 .....................500.00 Marshall ASTM D1559, ASTM D2726...................................450.00 Measured Maximum Specific Gravity of Mix, ASTM D2041,
Rice Method, each ..........................................................350.00 Void Analysis of Cores or Marshall Specimens,
Calculations Only, ASTM D3203, set of 2 or 3...................60.00 Laboratory Mixing of Asphalt & Concrete, per sample.............75.00 Complete Asphalt Concrete Mix Design
Hveem or Marshall ......................................................By Quote Extraction of Asphalt and Gradation, ASTM D2172, Method B, or California 310, including ash correction, each .............455.00 Extraction of Rubberized Asphalt & Gradation, each.............350.00 Specific Gravity, ASTM D2726 or ASTM D1188
Uncoated...........................................................................95.00 Coated.............................................................................125.00 Immersion-Compression .......................................................650.00 Particle Coating, ASTM D2489 ...............................................95.00 Stripping, ASTM D1664 ..........................................................85.00 Moisture or Volatile Distillates in Paving Mixtures, or Materials Containing Petroleum Products or
By-Products.....................................................................350.00 Retained Strength, ASTM D1074/D1075, 6 specimens.....By Quote Retained Stability, Mil, Std, 520A, Method 104,
6 specimens ................................................................By Quote CBR, ASTM D1883, including M/D Curve, 1 point ................400.00 Asphalt Temperature...............................................................20.00

STRUCTURAL STEEL
Tensile Test #9 Bar or Smaller, each ......................................65.00 Bend Test #9 Bar or Smaller, each .........................................65.00 Tensile Test #10 Bar or Greater, each ..................................300.00 Tensile Test #14 Bar, each ...................................................330.00 Rebar Coupler Tensile Test ..................................................160.00 Tensile Test, Welded #9 Bar or Smaller, each ......................160.00 Tensile Test, Welded #10 Bar or Greater, each ....................300.00 Tensile Test, Welded #14 Bar, each .....................................330.00 Tensile Test, Mechanically Spliced, #9 Bar or Smaller,
each ................................................................................210.00 Tensile Test, Mechanically Spliced, #10 Bar or Greater, each ................................................................................350.00

HIGH STRENGTH BOLT, NUT, AND WASHER TESTING
Wedge Tensile Test, A490 Bolts
Under 100,000 lbs., each ................................................130.00 Over 100,000 lbs., each ..................................................140.00 Wedge Tensile Test, A325 Bolts
Under 100,000 lbs., each ................................................160.00 Tensile Test, Anchor Bolts, tested with displacement
transducers, each............................................................300.00 Nut Hardness, Proof & Cone Proof Load Test, each...............65.00 Washer Hardness, each..........................................................55.00 A325 or A490, Bolt Hardness Only, each................................55.00 Bolt A325 or A490 Wedge Tensile
Under 100,000 lbs. & Hardness, each.............................240.00 Over 100,000 lbs. & Hardness, each...............................280.00 Bolt, Nut & Washer, all tests per set with bolts
Under 100,000 lbs. ..........................................................400.00 Over 100,000 lbs. ............................................................500.00 See Schedule of Fees – Geotechnical Laboratory Testing for soil testing. Hourly rates are available upon request. Field Laboratory rates are available upon request. Listed unit rates are based upon the assumption that samples will be delivered to our laboratory at no cost to Converse.

EXHIBIT ‘C’
LAPM 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.