Agenda packet — Ontario City Council, December 5, 2023 (part 3 of 4)

3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.
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3.7.4.3 Right to Use . City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a pro ject other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re -use of the Documents & Data on such other project. Consultant shall be responsible and liable for its D ocuments & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be di sclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed c onfidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information. 402
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3.7.5 Cooperation; Further Acts . The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing pa rty reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent s hall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease 403
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of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.7.16 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other co nsideration contingent upon or resulting from the award or making of this Agr eement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

SIGNATURES ON NEXT PAGE

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
MICHAEL BAKER INTERNATIONAL, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO MICHAEL BAKER INTERNATIONAL, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

ONTARIO HOUSING AUTHORITY

Approved By:

Scott Ochoa
Executive Director

Attested By:

Authority Secretary

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BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

SCOPE OF SERVICES
All qualified consultants must be capable of furnishing all necessary professional and technical services set forth below. The City will be utilizing General, Federal, State and other funds for the projects. The list is not exhaustive and may include other services as directed or requested by City staff. The actual Scope of services will be determined on a project-by-project basis.

WORKING KNOWLEDGE OF THE FOLLOWING:

• Civil Engineering Services
o Street and Highway Design Engineering
o Hydrology and Drainage Engineering
o Site Planning
o Engineering Feasibility Studies
o Subdivision, Parcel, and Tract Maps
o Construction Cost Estimates
o Construction Documents Development
o Contract Bidding and/or Negotiations Services, i.e. Change Orders, etc. o Project Construction Management Services
o Multiple Project Coordination

• Surveying and Mapping Services
o ALTA Surveys
o Topographic Mapping
o Boundary Surveying and Monumentation
o Legal Descriptions and Exhibits
o Construction Staking

• Traffic Engineering Services
o Traffic Forecast and Impact Studies
o Signing and Stripping Plans
o Parking Studies
o Corridor Analysis

The consultant will be expected to work closely with staff for the duration of the assigned projects, and attend all meetings and workshops, as necessary. 406
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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

COMPENSATION
In accordance with section 3.2 of this Agreement, the Consultant shall be compensated for performance of the Services as follows:

Staff Hourly Rate
Principal $300 - 375
QA/QC Manager $180 - 225
Senior Project Manager $225 - 300
Project Manager $175 - 225
Technical Manager $160 - 240
Senior Project Engineer / Senior Land Surveyor $175 - 250 Project Engineer / Project Land Surveyor/ Principal Planner $150 - 200 Professional Engineer / Land Surveyor/Project Planner $125 - 175 Engineer In Training / Civil Designer $100 - 140
Senior Construction Manager / Senior Resident Engineer $195 - 245 Construction Manager / Resident Engineer $150 - 195
CAD Designer / Technician/Planner $110 - 165
Engineering Assistant/Assistant Planner $85 - 125
Admin Assistant / Project Administrator $75 - 110
2-Man Survey Crew $285 - 330
1-Man Survey Crew $165 - 190
Field Supervisor $165 - 190
▪ Upon completion of the initial contract (Years 1-3), rates may be subject to a cost of living increase.
▪ Blueprinting, reproduction, messenger service and other direct expenses will be charged as an additional cost plus 15%. Vehicle mileage will be charged as an additional cost at the IRS approved rate.

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(BB&K 2017)

Exhibit “B”-2

EXHIBIT "B" CONT’D

COMPENSATION
Reimbursable cost and expenses, subject to the requirement of prior written authorization by the City, Housing Authority, and/or Agency’s representative pursuant to this Agreement, may include the following:

Actual out-of-pocket costs and expenses, plus handling fees not to exceed ten percent (10%) of the actual out-of-pocket costs and expenses for the following:
• Printing/reproduction
• Graphic aids
• Travel (airfare, meals, etc.), excepting travel to and from Ontario, California, which is specifically excluded
• Fees of governmental entities
• Computer services
• Photography
• Subcontract services
• Postage
• Telephone/facsimile
• Mileage/deliveries-Mileage rate will be adjusted from time to time to equal the U.S.

General Services Administration Mileage Reimbursement Rates • Visual simulation
• CADD/computer time
• Other reimbursable costs and expenses at the discretion of the Ontario Agencies 408
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BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 5th day of December, 2023, by and between the City of Ontario, a municipal corporation and the Ontario Housing Authority, a public body, corporate and politic, organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Psomas, a California Corporation, with its principal place of business at 100 Corporate Pointe, Suite 265,Culver City, CA 90230 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Professional On-Call Consulting Services.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing Professional On-Call Engineering Consulting Services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the Professional On-Call Engineering Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agree ment, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from December 5, 2023 to December 5, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two (2) additional one -year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. 409
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3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed Five Hundred Thousand Dollars ($500,000) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation . Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non -disputed and approved charges. If the City disputes any of Consultan t's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payme nt shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

3.2.4 Extra Work . At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates . The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such ad ditional personnel, in cluding, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.

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3.3.3 Substitution of Key Personnel . Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Arief Naftali, Principal Engineer.

3.3.4 City's Representative . The City hereby designates Charity Hernandez, Real Estate Administrative Director, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative").

City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.5 Consultant's Representative. Consultant hereby designates Arief Naftali, Principal Engineer, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this A greement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.6 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.3.7 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represent s and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure t o comply with the standard of care provided for herein. Any employ ee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manne r acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
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3.3.8 Period of Performance.

3.3.8.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to pr ovisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.8.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

3.3.8.3 Should a Force Majeure Event occur, the non -performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.

Notwithstanding the foregoing in this section, the City may stil l terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Laws and Regulations; Employee/Labor Certification.

3.3.9.1 Compliance with Laws . Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.3.9.2 Employment Eligibility; Consultant . Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended f rom time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately pre ceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. 412
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3.3.9.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non -discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.9.4 Air Quality . To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.9.5 Water Quality Management and Compliance . Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, w ithout limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter -Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant ’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10 Insurance.

3.3.10.1 Time for Compliance . Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

BB&K (2023) -6- PROFESSIONAL SERVICES AGREEMENT

under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, s upplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $ 2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $ 2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, polluti on, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

3.3.10.3 Insurance Endorsements . Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability : (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of t his Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. 414
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(B) Automobile Liability : (1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served u pon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): (1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non -payment of premium. (2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3.3.10.4 Primary and Non -Contributing Insurance . All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.10.5 Waiver of Subrogation . All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written expr ess waivers and insurance clauses from each of its subconsultants.

3.3.10.6 Deductibles and Self-Insured Retentions. Any deductible or self- insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the p olicy or policies not contained a deductible or self -insured retention.

3.3.10.7 Evidence of Insurance . The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and end orsements for each insurance policy 415
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shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverag e, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.10.8 Acceptability of Insurers . Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.3.10.9 Enforcement of Agreement Provisions (non estoppel) .

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.3.10.10 Requirements Not Limiting . Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3.3.10.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations 416
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to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.10.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropria te insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant s hall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of busine ss and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Con sultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.
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3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.1.2 Effect of Termination . If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this A greement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel subject to the reasonable approval of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, reasonable expert witness fees and attorney’s fees and other related costs and 418
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expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2 782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

3.7.1 Accounting Records . Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agree ment for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court , 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7 .2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3.7.2.2 Prior Approval Required . Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
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Consultant: Psomas
100 Corporate Pointe, Suite 265
Culver City, CA 90230
ATTN: Arief Naftali, Principal Engineer
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Charity Hernandez, Real Estate Administrative
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property . This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are pre pared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail t o provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

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3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code cl aim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

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of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

SIGNATURES ON NEXT PAGE

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
PSOMAS

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO PSOMAS

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

ONTARIO HOUSING AUTHORITY

Approved By:

Scott Ochoa
Executive Director

Attested By:

Authority Secretary

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BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

WORKING KNOWLEDGE OF THE FOLLOWING:

• Surveying and Mapping Services
o ALTA Surveys
o Topographic Mapping
o Boundary Surveying and Monumentation
o Legal Descriptions and Exhibits
o Construction Staking

• Traffic Engineering Services
o Traffic Forecast and Impact Studies
o Signing and Stripping Plans
o Parking Studies
o Corridor Analysis

The consultant will be expected to work closely with staff for the duration of the assigned projects, and attend all meetings and workshops, as necessary.

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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

COMPENSATION
In accordance with section 3.2 of this Agreement, the Consultant shall be compensated for performance of the Services as follows:

Staff Hourly Rate
Administrative/Project Assistant $95 - $135
Drafter/Design Drafter $125 - $160
Civil Engineering Designer/Engineer $115 - $150
Surveyor/Project Surveyor/GIS Specialist/Photogrammetrist $115 - $190 Planner/Assistant Planner/Expeditor/Senior Planner $115 - $185 Project Designer/Professional Engineer/Project Engineer $145 - $180 Sr. Project Engineer/Sr. Project Surveyor/Sr. GIS Specialist $180 - $220 Supervising Project Manager $285 - $325
Senior Project Manager $245 - $275
Resident Engineer I, II, II, and Senior $180 - $235
Structures Representative I, II, III, and Senior $180 - $235 Construction Manager I, II, and Senior $170 - $210
Inspector I, II, III, and Senior $185 - $215
Office Engineer $125 - $180
Labor Compliance $110 - $145
Project Manager $180 - $260
Principal/Director $235 - $335
One-Person Survey Party $240
Two-Person Survey Party $345
Three-Person Survey Party $440
Field Supervisor $180

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(BB&K 2017)

Exhibit “B”-2

EXHIBIT "B" CONT’D

BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 5th day of December, 2023, by and between the City of Ontario, a municipal corporation and the Ontario Housing Authority, a public body, corporate and politic, organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and TKE Engineering, Inc., a California Corporation, with its principal place of business at 2305 Chicago Avenue, Riverside, CA 92507 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Professional On-Call Consulting Services.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

2.2 Project.

City desires to engage Consultant to render such professional services for the Professional On-Call Engineering Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agree ment, the exhibits attached hereto and incorpo rated herein by reference, and all applicable local, state and federal laws, rules and regulations.

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3.2 Compensation.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.2 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.

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3.3.5 Consultant's Representative. Consultant hereby designates Terry Renner, Principal Engineer, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this A greement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, m ethods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represent s and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure t o comply with the standard of care provided for herein. Any employ ee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
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3.3.8 Period of Performance.

Notwithstanding the foregoing in this section, the City may stil l terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Laws and Regulations; Employee/Labor Certification.

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3.3.9.5 Water Quality Management and Compliance . Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, w ithout limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter -Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulation s and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10 Insurance.

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3.3.10.9 Enforcement of Agreement Provisions (non estoppel) .

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3.3.10.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropria te insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All polici es of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endor sement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

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3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate t his Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consul tant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by 437
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the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its official s, officers, employees, agents, or volunteers.

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

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Consultant: TKE Engineering, Inc.
2305 Chicago Avenue
Riverside, CA 92507
ATTN: Terry Renner, Principal Engineer
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Charity Hernandez, Real Estate Administrative
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property . This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establi sh where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition , Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying th e Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

BB&K (2023) -13- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -14- PROFESSIONAL SERVICES AGREEMENT

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code cl aim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcon tracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT

of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
TKE ENGINEERING, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO TKE ENGINEERING, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

ONTARIO HOUSING AUTHORITY

Approved By:

Scott Ochoa
Executive Director

Attested By:

Authority Secretary

443
46700.00100\40935195.1

BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

WORKING KNOWLEDGE OF THE FOLLOWING:

• Surveying and Mapping Services
o ALTA Surveys
o Topographic Mapping
o Boundary Surveying and Monumentation
o Legal Descriptions and Exhibits
o Construction Staking

• Traffic Engineering Services
o Traffic Forecast and Impact Studies
o Signing and Stripping Plans
o Parking Studies
o Corridor Analysis

The consultant will be expected to work closely with staff for the duration of the assigned projects, and attend all meetings and workshops, as necessary.

444
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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

COMPENSATION
In accordance with section 3.2 of this Agreement, the Consultant shall be compensated for performance of the Services as follows:

Staff Hourly Rate
Principal in Charge $175
Project Manager/Construction Manager/Licensed Surveyor $165 Senior Engineer/Project Engineer (PE)/Senior Plan Checker $155 Assistant Project Manager/Associate Engineer $145
Assistant Engineer/Plan Checker/Designer $135
AutoCAD Technician $125
Engineering Technician $90
Clerical $85
Forensic Engineering $250
Expert Witness Testimony $350
2-Man Survey Crew (Prevailing Wage) $240
Senior Construction Inspector (Prevailing Wage) $120
Construction Inspector (Prevailing Wage) $110
In-house Reproduction Cost
Printing and Materials Cost + 10%
Express Mail/Courier/Next Day Service Cost + 10%
Special Subconsultant Services Cost + 10%

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(BB&K 2017)

Exhibit “B”-2

EXHIBIT "B" CONT’D

BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 5th day of December 2023, by and between the City of Ontario, a municipal corporation and the Ontario Housing Authority, a public body, corporate and politic, organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Transtech Engineers, Inc. , a California Corporation, with its principal place of business at 13367 Benson Avenue, Chino, CA 91710 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Professional On-Call Consulting Services.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

2.2 Project.

City desires to engage Consultant to render such professional services for the Professional On-Call Engineering Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agree ment, the exhibits attached hereto and incorpo rated herein by reference, and all applicable local, state and federal laws, rules and regulations.

BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT

3.2 Compensation.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.2 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.

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BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT

3.3.3 Substitution of Key Personnel . Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of th is Agreement are as follows: Ali Cayir, Principal Engineer.

3.3.5 Consultant's Representative . Consultant hereby designates Ali Cayir, Principal Engineer, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this A greement. The Consultant's Representative shall supervise and direct the Services, using his/her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed under similar circumstances by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 449
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BB&K (2023) -4- PROFESSIONAL SERVICES AGREEMENT

3.3.8 Period of Performance.

3.3.8.1 Consultant shall, consistent with the standard of care, endeavor to perform and complete all Services under this Agreement within the term set forth in Section

3.1.2 above (“Performance Time”) and in accordance with any completion schedule or Project milestones agreed upon in writing by the City and Consultant (“Performance Milestones”).

Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

Notwithstanding the foregoing in this section, the City may stil l terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Laws and Regulations; Employee/Labor Certification.

3.3.9.1 Compliance with Laws . Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

BB&K (2023) -5- PROFESSIONAL SERVICES AGREEMENT

3.3.9.4 Air Quality . To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or Ca lifornia Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.9.5 Water Quality Management and Compliance . Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Feder al Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued purs uant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regu lating water quality and storm water discharges.

City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.9.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of its work and the conditions under which its work is to be performed. However, Consultant shall not have control over, charge of, or respons ibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the construction work performed by contractors.

3.3.10 Insurance.

BB&K (2023) -6- PROFESSIONAL SERVICES AGREEMENT

3.3.10.2 Types of Insurance Required . As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, suppl ement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $ 2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or Symbols 8 & 9 (hired an non-owned autos) if the Consultant does not own autos, or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $ 2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, polluti on, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

BB&K (2023) -7- PROFESSIONAL SERVICES AGREEMENT

reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability : (1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served u pon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): (1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non -payment of premium. (2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend the insured.
(D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

BB&K (2023) -8- PROFESSIONAL SERVICES AGREEMENT

the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates for each insurance policy shall be signed by a person appointed by that insurer. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.10.9 Enforcement of Agreement Provisions (non estoppel) .

3.3.10.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein for General and Auto Liability shall apply separately to each insured against whom claims are made or suits are brought, except with 454
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BB&K (2023) -9- PROFESSIONAL SERVICES AGREEMENT

respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not p reclude the City from taking such other actions available to the City under other provisions of the Agreement or law. (F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.10.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropria te insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All polici es of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endor sement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws if such Laws are applicable to Consultant’s services. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

BB&K (2023) -10- PROFESSIONAL SERVICES AGREEMENT

and require the same of any subconsultants.

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consult ant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any negligent acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project 456
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BB&K (2023) -11- PROFESSIONAL SERVICES AGREEMENT

or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole or active negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, office rs, employees, agents, or volunteers.

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

BB&K (2023) -12- PROFESSIONAL SERVICES AGREEMENT

respective parties may provide in writing for this purpose:

Consultant: Transtech Engineers, Inc.
13367 Benson Avenue
Chino, CA 91710
ATTN: Ali Cayir, Principal Engineer
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Charity Hernandez, Real Estate Administrative
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

BB&K (2023) -13- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -14- PROFESSIONAL SERVICES AGREEMENT

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code cl aim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT

of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
TRANSTECH ENGINEERS, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO TRANSTECH ENGINEERS, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

ONTARIO HOUSING AUTHORITY

Approved By:

Scott Ochoa
Executive Director

Attested By:

Authority Secretary

462
46700.00100\40935195.1

BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

WORKING KNOWLEDGE OF THE FOLLOWING:

• Surveying and Mapping Services
o ALTA Surveys
o Topographic Mapping
o Boundary Surveying and Monumentation
o Legal Descriptions and Exhibits
o Construction Staking

• Traffic Engineering Services
o Traffic Forecast and Impact Studies
o Signing and Stripping Plans
o Parking Studies
o Corridor Analysis

The consultant will be expected to work closely with staff for the duration of the assigned projects, and attend all meetings and workshops, as necessary.

463
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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

COMPENSATION
In accordance with section 3.2 of this Agreement, the Consultant shall be compensated for performance of the Services as follows:

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(BB&K 2017)

Exhibit “B”-2

EXHIBIT "B" CONT’D

BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 5th day of December, 2023, by and between the City of Ontario, a municipal corporation and the Ontario Housing Authority, a public body, corporate and politic, organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Wood Rodgers, Inc., a California Corporation, with its principal place of business at 3301 C Street, Building 100B, Sacramento, CA 95816 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Professional On-Call Consulting Services.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

2.2 Project.

City desires to engage Consultant to render such professional services for the Professional On-Call Engineering Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agree ment, the exhibits attached hereto and incorpo rated herein by reference, and all applicable local, state and federal laws, rules and regulations.

BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed Five Hundred Thousand Dollars ($500,00 0) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.2 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.

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BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT

3.3.5 Consultant's Representative. Consultant hereby designates Glen Parker, Principal Engineer, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this A greement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

BB&K (2023) -4- PROFESSIONAL SERVICES AGREEMENT

3.3.8 Period of Performance.

Notwithstanding the foregoing in this section, the City may stil l terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Laws and Regulations; Employee/Labor Certification.

BB&K (2023) -5- PROFESSIONAL SERVICES AGREEMENT

3.3.9.5 Water Quality Management and Compliance . Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, w ithout limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter -Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, reg ulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10 Insurance.

BB&K (2023) -6- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -7- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -8- PROFESSIONAL SERVICES AGREEMENT

3.3.10.9 Enforcement of Agreement Provisions (non estoppel) .

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3.3.10.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropria te insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All polici es of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endor sement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

BB&K (2023) -10- PROFESSIONAL SERVICES AGREEMENT

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consult ant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.6 Indemnification.

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3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

BB&K (2023) -12- PROFESSIONAL SERVICES AGREEMENT

Consultant: Wood Rodgers, Inc.
3301 C Street, Building 100B
San Diego, CA 92110
ATTN: Glen Parker, Principal Engineer
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Charity Hernandez, Real Estate Administrative
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actua l notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

BB&K (2023) -13- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -14- PROFESSIONAL SERVICES AGREEMENT

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code cl aim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT

of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
WOOD ROGERS, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO WOOD ROGERS, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

ONTARIO HOUSING AUTHORITY

Approved By:

Scott Ochoa
Executive Director

Attested By:

Authority Secretary

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BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

SCOPE OF SERVICES

All qualified consultants must be capable of furnishing all necessary professional and technical services set forth below. The City will be utilizing General, Federal, State and other funds for the projects. The list is not exhaustive and may include other services as directed or requested by City staff. The actual Scope of services will be determined on a project-by-project basis.

WORKING KNOWLEDGE OF THE FOLLOWING:

• Surveying and Mapping Services
o ALTA Surveys
o Topographic Mapping
o Boundary Surveying and Monumentation
o Legal Descriptions and Exhibits
o Construction Staking

• Traffic Engineering Services
o Traffic Forecast and Impact Studies
o Signing and Stripping Plans
o Parking Studies
o Corridor Analysis

The consultant will be expected to work closely with staff for the duration of the assigned projects, and attend all meetings and workshops, as necessary.

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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

COMPENSATION
In accordance with section 3.2 of this Agreement, the Consultant shall be compensated for performance of the Services as follows:

Staff Hourly Rate
Principal Engineer/Geologist/Surveyor/Planner/GIS/LA* II $305 Principal Engineer/Geologist/Surveyor/Planner/GIS/LA* I $270 Senior Engineer/Geologist/Surveyor/Planner/GIS/LA* II $250 Senior Engineer/Geologist/Surveyor/Planner/GIS/LA* I $240 Project Engineer/Geologist/Surveyor/Planner/GIS/LA* II $225 Project Engineer/Geologist/Surveyor/Planner/GIS/LA* I $210 Engineer/Geologist/Surveyor/Planner/GIS/LA* II $200
Engineer/Geologist/Surveyor/Planner/GIS/LA* I $190
Assistant Engineer/Geologist/Surveyor/Planner/GIS/LA* $165 Designer $95
Senior CAD Technician/Graphics Designer II $190
Senior CAD Technician/Graphics Designer I $175
CAD Technician/Graphics Designer $155
Project Coordinator $165
Administrative Assistant $145
Consultants, Outside Services, Materials & Direct Charges Cost Plus 10% Overtime Work, Expert Witness Testimony and Preparation Rate Plus 50% *LA = Landscape Architect
Blueprints, reproductions, and outside graphic services will be charged at vendor invoice. Auto mileage will be charged at the IRS standard rate, currently 65.5 cents per mile.

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(BB&K 2017)

Exhibit “B”-2

EXHIBIT "B" CONT’D

COMPENSATION

Staff Hourly Rate
One-person survey party $225
Two-person survey party $300
Three-person survey party $385
Project Manager (L.S.) $175
Project Surveyor $155
Survey Tech/CAD Drafter $135
Project Assistant $70
Project Manager Deposition and Court Hearings $240
• The above schedule is for straight time. Overtime will be charged at 150 percent of the standard hourly rates. Sundays and holidays will be charged at 200 percent of the standard hourly rates.

Staff Hourly Rate
Resident Engineer $215
Assistant RE/ Construction Inspector $199
CPM Scheduler $199

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(BB&K 2017)

Exhibit “B”-3

EXHIBIT "B" CONT’D

General Services Administration Mileage Reimbursement Rates • Visual simulation
• CADD/computer time
• Other reimbursable costs and expenses at the discretion of the Ontario Agencies

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BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 5th day of December, 2023, by and between the City of Ontario, a municipal corporation and the Ontario Housing Authority, a public body, corporate and politic, organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Citadel EHS, a California Corporation, with its principal place of business at 2525 Cherry Ave #105, Signal Hill, CA 90755 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Professional On-Call Consulting Services.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing Professional On-Call Environmental Consulting Services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the Professional On-Call Environmental Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agree ment, the exhibits attached hereto and incor porated herein by reference, and all applicable local, state and federal laws, rules and regulations.

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BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT

3.2 Compensation.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.2 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.
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BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT

City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all neces sary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.5 Consultant's Representative. Consultant hereby designates Kier DeLeo, Principal, Building Sciences, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

BB&K (2023) -4- PROFESSIONAL SERVICES AGREEMENT

3.3.8 Period of Performance.

Notwithstanding the foregoing in this section, the City may stil l terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Laws and Regulations; Employee/Labor Certification.

BB&K (2023) -5- PROFESSIONAL SERVICES AGREEMENT

3.3.10 Insurance.

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Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non -payment of premium. (2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreemen t. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

BB&K (2023) -8- PROFESSIONAL SERVICES AGREEMENT

3.3.10.9 Enforcement of Agreement Provisions (non estoppel) .

BB&K (2023) -9- PROFESSIONAL SERVICES AGREEMENT

3.3.10.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropria te insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All polici es of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endor sement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

BB&K (2023) -10- PROFESSIONAL SERVICES AGREEMENT

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consult ant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.6 Indemnification.

BB&K (2023) -11- PROFESSIONAL SERVICES AGREEMENT

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

BB&K (2023) -12- PROFESSIONAL SERVICES AGREEMENT

Consultant: Citadel EHS
2525 Cherry Ave #105
Signal Hill, CA 90755
ATTN: Kier DeLeo, Principal, Building Sciences
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Charity Hernandez, Real Estate Administrative
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

BB&K (2023) -13- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -14- PROFESSIONAL SERVICES AGREEMENT

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code cl aim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT

of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND

CITADEL EHS

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO CITADEL EHS

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

ONTARIO HOUSING AUTHORITY

Approved By:

Scott Ochoa
Executive Director

Attested By:

Authority Secretary

501
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BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

WORKING KNOWLEDGE OF THE FOLLOWING:

• Asbestos Surveys and Lead Paint Services (Residential, Commercial, Industrial, etc.) • Environmental Site Assessments (Phase I and Phase II). The assessment must describe and assess any recognized environmental conditions as defined by ASTM Standard E- 1527-00
• Industrial Hygiene and Indoor Air Quality
• Brownsfields Services
• Landfills and Solid Waste
• SWPPP Services
• Remediation Services
• Occupational Health and Safety
• Underground Storage Tanks Close-out Reports
• Soil Analysis Report
• Soil Sampling Report
• Regulatory Compliance
• Mold, Fungal, and Legionella Services
• Peer Reviews
• Expert Witnesses

The Consultant will be expected to work closely with staff for the duration of the assigned projects, and attend all meetings and workshops, as necessary.

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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT “B"

COMPENSATION
In accordance with section 3.2 of this Agreement, the Consultant shall be compensated for performance of the Services as follows:

Staff Hourly Rate
Principal, E&ES $290
Associate Principal $258
Senior Engineer, Senior Geologist, Senior Hydrogeologist $236 Project Geologist/Engineer, Project Environmental Scientist $182 Senior Staff Geologist/Engineer $168
Staff Scientist, Staff Geologist/Engineer, Engineering Technician $142 Travel $98
Principal, Building Sciences $290
Senior Project Manager $199
Certified Asbestos Consultant $182
Project Manager $157
Senior Field Representative $144
Project Coordinator, Field Representative $128
Logistics $115
Apprentice/Intern $80
Principal, ESG & Sustainability $290
Junior Project Manager $128
Principal, IH&S $290
Senior Consultant $236
Consultant $213
Specialist $165

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(BB&K 2017)

Exhibit “B”-2

EXHIBIT “B" CONT’D

COMPENSATION
Staff Hourly Rate
Technician $133
Principal, Environmental Compliance $290
Senior Air Compliance, Senior Project Compliance Manager $207 Project Environmental Specialist $182
Senior Staff Environmental Specialist $168
Staff Environmental Specialist, Environmental Compliance Technician $142 Principal-in-Charge $594
Project Assistant $119
Graphics Designer $110
Draftsperson/CADD $96
Administrator $80

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(BB&K 2017)

Exhibit “B”-3

EXHIBIT “B" CONT’D

General Services Administration Mileage Reimbursement Rates • Visual simulation
• CADD/computer time
• Other reimbursable costs and expenses at the discretion of the Ontario Agencies

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BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 5th day of December, 2023, by and between the City of Ontario, a municipal corporation and the Ontario Housing Authority, a public body, corporate and politic, organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Converse Consultants, a California Corporation, with its principal place of business at 717 S. Myrtle Avenue, Monrovia, CA 91016 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Professional On-Call Consulting Services.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

2.2 Project.

City desires to engage Consultant to render such professional services for the Professional On-Call Environmental Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agree ment, the exhibits attached hereto and incor porated herein by reference, and all applicable local, state and federal laws, rules and regulations.

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BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT

3.2 Compensation.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.2 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.

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BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT

Norman Eke, Senior Vice President.

3.3.5 Consultant's Representative. Consultant hereby designates Norman Eke, Senior Vice President, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this A greement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

BB&K (2023) -4- PROFESSIONAL SERVICES AGREEMENT

3.3.8 Period of Performance.

Notwithstanding the foregoing in this section, the City may stil l terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Laws and Regulations; Employee/Labor Certification.

BB&K (2023) -5- PROFESSIONAL SERVICES AGREEMENT

3.3.10 Insurance.

BB&K (2023) -6- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -7- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -8- PROFESSIONAL SERVICES AGREEMENT

3.3.10.9 Enforcement of Agreement Provisions (non estoppel) .

BB&K (2023) -9- PROFESSIONAL SERVICES AGREEMENT

3.4 Labor Code Requirements.

BB&K (2023) -10- PROFESSIONAL SERVICES AGREEMENT

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consult ant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.6 Indemnification.

BB&K (2023) -11- PROFESSIONAL SERVICES AGREEMENT

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

BB&K (2023) -12- PROFESSIONAL SERVICES AGREEMENT

Consultant: Converse Consultants
717 S. Myrtle Avenue
Monrovia, CA 91016
ATTN: Norman Eke, Senior Vice President
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Charity Hernandez, Real Estate Administrative
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

BB&K (2023) -13- PROFESSIONAL SERVICES AGREEMENT

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3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code cl aim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

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of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND

CONVERSE CONSULTANTS

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO CONVERSE CONSULTANTS

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

ONTARIO HOUSING AUTHORITY

Approved By:

Scott Ochoa
Executive Director

Attested By:

Authority Secretary

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BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

WORKING KNOWLEDGE OF THE FOLLOWING:

The Consultant will be expected to work closely with staff for the duration of the assigned projects, and attend all meetings and workshops, as necessary.

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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

COMPENSATION
In accordance with section 3.2 of this Agreement, the Consultant shall be compensated for performance of the Services as follows:

Staff Hourly Rate
Construction Inspector – ACI/ICC and/or AWS/CWI certified $140 DSA Masonry Inspector $140
Non-Destructive Testing Inspector $145
Coating Inspector/Coring Technician $150
Soils Technician $140
Sample Pick-Up $50
Staff Professional $140
Senior Staff Professional $150
Project Professional $160
Project Manager $170
Senior Professional $170
Principal Professional $225
Principal Consultant $235
Laboratory Technician *Per Test
Laboratory Supervisor $90
Clerical/Word Processing $85
Drafting $85
CAD Operator/Drafting Manager $90
*See Geotechnical Laboratory Testing and Materials Testing Services fee schedules.

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(BB&K 2017)

Exhibit “B”-2

EXHIBIT "B" CONT’D

COMPENSATION

Expenses
▪ Exploration expenses (drilling, trenching, etc.) are charged at plus fifteen percent ▪ 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.
▪ 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.
▪ 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.

Reimbursable cost and expenses, subject to the requirement of prior written authorization by the City, Housing Authority, and/or Agency’s representative pursuant to this Agreement, may include the following:

General Services Administration Mileage Reimbursement Rates • Visual simulation
• CADD/computer time
• Other reimbursable costs and expenses at the discretion of the Ontario Agencies

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BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 5th day of December, 2023, by and between the City of Ontario, a municipal corporation and the Ontario Housing Authority, a public body, corporate and politic, organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Group Delta Consultants, Inc., a California Corporation, with its principal place of business at 32 Mauchly, Suite B, Irvine, California 92618 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Professional On-Call Consulting Services.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

2.2 Project.

City desires to engage Consultant to render such professional services for the Professional On-Call Environmental Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorp orated herein by reference, and all applicable local, state and federal laws, rules and regulations.

BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT

3.2 Compensation.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.2 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.

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BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT

City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessa ry documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.5 Consultant's Representative. Consultant hereby designates Glenn Burks, Principal Engineer, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agr eement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, me thods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

BB&K (2023) -4- PROFESSIONAL SERVICES AGREEMENT

3.3.8 Period of Performance.

Notwithstanding the foregoing in this section, the City may stil l terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Laws and Regulations; Employee/Labor Certification.

BB&K (2023) -5- PROFESSIONAL SERVICES AGREEMENT

3.3.10 Insurance.

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3.3.10.9 Enforcement of Agreement Provisions (non estoppel) .

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3.3.10.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropria te insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All polici es of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endor sement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

BB&K (2023) -10- PROFESSIONAL SERVICES AGREEMENT

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consult ant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.6 Indemnification.

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3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

BB&K (2023) -12- PROFESSIONAL SERVICES AGREEMENT

Consultant: Group Delta Consultants, Inc.
32 Mauchly, Suite B
Irvine, California 92618
ATTN: Glenn Burks, Principal Engineer
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Charity Hernandez, Real Estate Administrative
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

BB&K (2023) -13- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -14- PROFESSIONAL SERVICES AGREEMENT

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code cl aim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT

of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
GROUP DELTA CONSULTANTS, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO GROUP DELTA CONSULTANTS, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

ONTARIO HOUSING AUTHORITY

Approved By:

Scott Ochoa
Executive Director

Attested By:

Authority Secretary

540
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BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

WORKING KNOWLEDGE OF THE FOLLOWING:

The Consultant will be expected to work closely with staff for the duration of the assigned projects, and attend all meetings and workshops, as necessary.

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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

COMPENSATION
In accordance with section 3.2 of this Agreement, the Consultant shall be compensated for performance of the Services as follows:

Staff Hourly Rate
Principal $210
Associate $190
Senior $180
Project $170
Staff $160
Technician $120
Admin $95
Drafting $100

BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 5th day of December, 2023, by and between the City of Ontario, a municipal corporation and the Ontario Housing Authority, a public body, corporate and politic, organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Dudek, a California Corporation, with its principal place of business at 605 Third Street Encinitas, California 92024 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Professional On-Call Consulting Services.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

2.2 Project.

City desires to engage Consultant to render such professional services for the Professional On-Call Environmental Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreem ent, the exhibits attached hereto and incor porated herein by reference, and all applicable local, state and federal laws, rules and regulations.

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BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT

3.2 Compensation.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.2 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.

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BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT

Glenna McMahon, Principal Engineer.

3.3.5 Consultant's Representative . Consultant hereby designates Glenna McMahon, Principal Engineer, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

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3.3.8 Period of Performance.

3.3.8.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Tim e and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

Notwithstanding the foregoing in this section, the City may stil l terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Laws and Regulations; Employee/Labor Certification.

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a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.3.9.5 Water Quality Management and Compliance . Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, w ithout limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter -Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, reg ulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10 Insurance.

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3.3.10.2 Types of Insurance Required . As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, suppl ement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $ 2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $ 2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, polluti on, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

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3.3.10.5 Waiver of Subrogation . All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insur ance clauses from each of its subconsultants.

BB&K (2023) -8- PROFESSIONAL SERVICES AGREEMENT

the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endors ements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has b een renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.10.9 Enforcement of Agreement Provisions (non estoppel) .

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(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.10.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropria te insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All polici es of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endor sement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

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1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused de lay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consult ant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.6 Indemnification.

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omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payme nt of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or te rmination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

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Consultant: Dudek
605 Third Street
Encinitas, California 92024
ATTN: Glenna McMahon, Principal Engineer
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Charity Hernandez, Real Estate Administrative
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice o n the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property . This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are pre pared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Upon full payment to Consultant, All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension , abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a fo rm and amount required by City provided the Consultant is fully compensated for services rendered . City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Dat a to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs.

Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

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such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

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fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT

days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
DUDEK

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO DUDEK
By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

ONTARIO HOUSING AUTHORITY

Approved By:

Scott Ochoa
Executive Director

Attested By:

Authority Secretary

558
46700.00100\40935195.1

BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

WORKING KNOWLEDGE OF THE FOLLOWING:

The Consultant will be expected to work closely with staff for the duration of the assigned projects, and attend all meetings and workshops, as necessary.

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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

COMPENSATION
In accordance with section 3.2 of this Agreement, the Consultant shall be compensated for performance of the Services as follows:
560
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(BB&K 2017)

Exhibit “B”-2

EXHIBIT "B" CONT’D

General Services Administration Mileage Reimbursement Rates • Visual simulation
• CADD/computer time
• Other reimbursable costs and expenses at the discretion of the Ontario Agencies

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BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 5th day of December, 2023, by and between the City of Ontario, a municipal corporation and the Ontario Housing Authority, a public body, corporate and politic, organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Kleinfelder, Inc., a California Corporation, with its principal place of business at 770 First Avenue, Suite 400, San Diego, CA 92101 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Professional On-Call Consulting Services.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

2.2 Project.

City desires to engage Consultant to render such professional services for the Professional On-Call Environmental Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agree ment, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

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BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT

3.2 Compensation.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.2 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.

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BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT

Gregory Heustis, Principal Engineer.

3.3.4 City's Representative . The City hereby designates Charity Hernandez , Real Estate Administrative Director, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative").

3.3.5 Consultant's Representative . Consultant hereby designates Gregory Heustis, Principal Engineer, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means , methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

BB&K (2023) -4- PROFESSIONAL SERVICES AGREEMENT

3.3.8 Period of Performance.

Notwithstanding the foregoing in this section, the City may stil l terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Laws and Regulations; Employee/Labor Certification.

3.3.9.2 Employment Eligibility; Consultant . Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended f rom time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. 565
46700.00100\40935195.1

BB&K (2023) -5- PROFESSIONAL SERVICES AGREEMENT

3.3.10 Insurance

BB&K (2023) -6- PROFESSIONAL SERVICES AGREEMENT

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all poli cies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. 567
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BB&K (2023) -7- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -8- PROFESSIONAL SERVICES AGREEMENT

3.3.10.9 Enforcement of Agreement Provisions (non estoppel) .

BB&K (2023) -9- PROFESSIONAL SERVICES AGREEMENT

3.3.10.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropria te insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All polici es of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endor sement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of th e Project and require the same of any subconsultants.
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BB&K (2023) -10- PROFESSIONAL SERVICES AGREEMENT

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consult ant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.6 Indemnification.

BB&K (2023) -11- PROFESSIONAL SERVICES AGREEMENT

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

BB&K (2023) -12- PROFESSIONAL SERVICES AGREEMENT

Consultant: Kleinfelder, Inc.
770 First Avenue, Suite 400
San Diego, CA 92101
ATTN: Gregory Heustis, Principal Engineer
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Charity Hernandez, Real Estate Administrative
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

BB&K (2023) -13- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -14- PROFESSIONAL SERVICES AGREEMENT

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code cl aim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT

of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other co nsideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

SIGNATURES ON NEXT PAGE

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BB&K (2023) -16- PROFESSIONAL SERVICES AGREEMENT

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
KLEINFELDER, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO KLEINFELDER, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

ONTARIO HOUSING AUTHORITY

Approved By:

Scott Ochoa
Executive Director

Attested By:

Authority Secretary

577
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BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

WORKING KNOWLEDGE OF THE FOLLOWING:

The Consultant will be expected to work closely with staff for the duration of the assigned projects, and attend all meetings and workshops, as necessary.

578
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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

COMPENSATION
In accordance with section 3.2 of this Agreement, the Consultant shall be compensated for performance of the Services as follows:

Staff Hourly Rate
Senior Principal Professional $245
Principal Professional $220
Senior Professional $210
Project Professional $195
Staff Professional II $160
Staff Professional I $150
Senior Project Manager $245
Project Manager $200
Senior Designer/Drafter $160
Designer/Drafter $145
Project Controls $150
Project Professional $214
Staff Professional II $215
Staff Professional I $224
Technician $210
Project Administrator $135
Administrator $105

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(BB&K 2017)

Exhibit “B”-2

EXHIBIT "B" CONT’D

BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 5th day of December, 2023, by and between the City of Ontario, a municipal corporation and the Ontario Housing Authority, a public body, corporate and politic, organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Nova Geotechnical & Inspection Services – SoCal dba Universal Engineering Services , a California Corporation, with its principal place of business at 16 Technology, Ste 139, Irvine, CA 92618 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Professional On-Call Consulting Services.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

2.2 Project.

City desires to engage Consultant to render such professional services for the Professional On-Call Environmental Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agree ment, the exhibits attached hereto and incor porated herein by reference, and all applicable local, state and federal laws, rules and regulations.

BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed Five Hundred Thousand United States Dollars ($500,000.00) (“Total Compensation”) without written approval of the City Council or City Manager, as applicable. Extra Work, as defined in § 3.2.4, may be authorized, as described below, and if a uthorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employ ees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such ad ditional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.
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BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT

3.3.5 Consultant's Representative . Consultant hereby designates Dean Stanphill, Principal Engineer, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

The Consultant's Representative shall supervise and direct the Services, using the standard of care used by professionals in the same discipline in the State of California , and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represent s and maintains that it is skilled in the professional calling necessary to perform the Services , and that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigne d to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re -employed to perform any of the Services 583
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BB&K (2023) -4- PROFESSIONAL SERVICES AGREEMENT

or to work on the Project.

3.3.8 Period of Performance.

Notwithstanding the foregoing in this section, the City may stil l terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Laws and Regulations; Employee/Labor Certification.

BB&K (2023) -5- PROFESSIONAL SERVICES AGREEMENT

a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.3.10 Insurance.

BB&K (2023) -6- PROFESSIONAL SERVICES AGREEMENT

3.3.10.2 Types of Insurance Required . As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, suppl ement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $ 2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $ 2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, polluti on, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

BB&K (2023) -7- PROFESSIONAL SERVICES AGREEMENT

BB&K (2023) -8- PROFESSIONAL SERVICES AGREEMENT

the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endors ements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has b een renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.10.9 Enforcement of Agreement Provisions (non estoppel) .

BB&K (2023) -9- PROFESSIONAL SERVICES AGREEMENT

3.3.10.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropria te insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All polici es of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endor sement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

BB&K (2023) -10- PROFESSIONAL SERVICES AGREEMENT

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consult ant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.6 Indemnification.

BB&K (2023) -11- PROFESSIONAL SERVICES AGREEMENT

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

BB&K (2023) -12- PROFESSIONAL SERVICES AGREEMENT

Consultant: Nova Geotechnical & Inspection Services – SoCal dba Universal Engineering Services
16 Technology, Ste 139
Irvine, CA 92618
ATTN: Dean Stanphill, Principal Engineer
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Charity Hernandez, Real Estate Administrative
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

BB&K (2023) -13- PROFESSIONAL SERVICES AGREEMENT

such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

Ontario City CouncilDecember 5, 2023

Ontario City Council
December 5, 2023