Sacramento City Council
October 29, 2024

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01680 10/29/2024 Consent Item 11.

Agreement: Wastewater System Flow Monitoring Years 2025-2027 File ID: 2024-01680
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager or the City Manager’s designee to execute a Professional Services Agreement with ADS Corp to provide flow monitoring services for the Wastewater System Flow Monitoring - Years 2025-2027 (Flow Monitoring/Hydrology Program I14610100), for a maximum of five years and an amount not-to-exceed $300,000.

Contact: Sonia Lopez, Associate Civil Engineer, [email protected], (916) 808-1456; Roxanne Dilley, Supervising Engineer, [email protected], (916) 808-1458; Sherill Huun, Engineering & Water Resources Division Manager, [email protected], (916) 808-1455; Pravani Vandeyar, Director, [email protected], (918) 808-3765; Department of Utilities
Presenter: None
Attachments:
1-Description/Analysis
2-Professional Services Agreement
Description/Analysis
Issue Detail: Staff recommends Council approve an agreement with ADS Corp, for providing temporary wastewater flow monitoring to obtain flow data in the separated and combined sewer systems to be used for establishing wet- and dry-weather hydraulic model flow inputs. This flow data will enable staff to further calibrate and validate wastewater hydraulic models. The goal of calibration is to adjust assumed parameters during model development to better match the observed flow meter data. The wastewater hydraulic models are used to determine existing wastewater pipe capacity, evaluate capacity needs for projected growth, complete and update infrastructure planning documents, and identify pipelines within the separated and combined sewer systems in need of rehabilitation and/or upsizing. Services include flow metering, site assessments, equipment installation, follow-up and maintenance, data retrieval, data reporting, and equipment removal.

Policy Considerations: City Council approval is required for agreements of $250,000 or more per

File ID: 2024-01680 10/29/2024 Consent Item 11.

City Code 3.04.010.

Economic Impacts: None.

Environmental Considerations: The action would approve wastewater flow monitoring and collection of measurement data. Community Development Department, Environmental Planning Services has determined that the services provided through the agreement are categorically exempt from the California Environmental Quality Act (CEQA), pursuant to sections 15301 (Existing Facilities) and 15306 (Information Collection) of the CEQA Guidelines. The activities involve basic data collection, research, and resource evaluation which do not result in a serious or major disturbance to an environmental resource (CEQA Guidelines Section 15306); and the operation and maintenance of existing public facilities and would not result in any significant effects (CEQA Guidelines Section 15301).

Sustainability: The proposed project is consistent with the 2040 General Plan under policies PFS-

3.1, “Provision of Adequate Utilities”, PFS-3.2, “Utility Sustainability”, PFS-3.6, “Combined Sewer System Rehabilitation and Improvements”, PFS-3.8, “Capitol Improvement Planning”, and PFS-3.10, “Meet Projected Needs” as flow measurement data will be used to support projects which will reduce sanitary sewer overflows, improve service and reliability, and reduce energy-intensive maintenance efforts.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: On June 20, 2024, a Request for Proposals (RFP) (P24141311034) was advertised and issued on PlanetBids for flow monitoring services in the separated wastewater and combined sewer systems. On the due date of July 11, 2024, three proposals were received from the following firms:

1. ADS Corp

2. Total Flow, Inc.

3. V&A Consulting Engineers, Inc.

A four-member evaluation team that included staff from DOU and one member from Sacramento Area Sewer District, evaluated the proposals. ADS Corp was the top-ranked firm.

Financial Considerations: The proposed agreement is for an amount not-to-exceed $300,000 and has an initial three-year term, with two optional annual renewals. Sufficient funding exists in the Flow Monitoring/Hydrology Program project (I14610100, Fund 6006) to award the agreement.

There are no General Funds allocated or planned for this project.

File ID: 2024-01680 10/29/2024 Consent Item 11.

Local Business Enterprise (LBE): ADS Corp is not an LBE but will subcontract with an LBE firm for traffic control and/or general labor services, to meet the minimum LBE participation requirement.

CONTRACT ROUTING SHEETContract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.General Information (Required)Original Contract # (supplements only): ________ Supplement/Addendum #: ___________________Assessor’s Parcel Number(s): ________________________________________________________________Contract Effective Date: _________ Contract Expiration Date (if applicable): _________$ Amount (Not to Exceed): ______________________ Adjusted $ Amount (+/-): _____________________Other Party: ______________________________________________________________________________Project Title: _____________________________________________________________________________Project #: ____________________________________ Bid/RFQ/RFP #: ___________________________City Council Approval: if YES, Council File ID#: __________Contract Processing ContactsDepartment: ______________________________Contract Coordinator: _______________________Project Manager: _________________________________Department Review and Routing(Signature) (Date)(Signature) (Date)(Signature) (Date)Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.)_______________________________________________________________________________________------------------FOR CLERK & IT DEPARTMENTS ONLY – DO NOT WRITE BELOW THIS LINE------------------ 12/31/2027$300,000ADS CorpWastewater System Flow Monitoring Years 2025-2027I14610104P24141311034YES2024-01680UtilitiesSonia LopezJamie McKinley [email protected]

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 1 of 3 CONTRACT #: CONTRACT NAME: Wastewater System Flow Monitoring Years 2025-2027 CONTRACT PROJECT #: I14610104 DEPARTMENT: Utilities DIVISION: Engineering & Water Resources CITY OF SACRAMENTO PROFESSIONAL SERVICES AGREEMENT* THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and ADS Corp 340 The Bridge Street, Suite 204, Huntsville, AL 35806 Phone: 510-274-7631/E-mail: [email protected] CONTRACTORas of the Effective Date, as defined below. The City and CONTRACTOR agree as follows: 1. Effective Date. This Contract shall be effective beginning the date it is fully executed by the dulyauthorized parties.2. Contract Documents. All exhibits and documents attached or referred to in this Contract areincorporated as if set forth herein, Including Exhibit A (titled Scope of Services) and Exhibit B(titled Payment).If there is a conflict between the terms and conditions of any document prepared or provided bythe CONTRACTOR and made a part of this Contract and the other terms or conditions of theContract, the other terms and conditions of the Contract control.3. Services. Subject to the terms and conditions set forth in this Contract, CONTRACTOR shallprovide to CITY the services described in Exhibit A .CONTRACTOR will not be compensated for services outside the scope of Exhibit A unless, before providing Additional Services: (a) CONTRACTOR notifies CITY and CITYagrees that the Additional Services are outside the scope of Exhibit A; (b) CONTRACTOR estimatesthe additional compensation required for these Additional Services; and (c) CITY, after notice,approves in writing a Supplemental Contract specifying the Additional Services and the amountof additional compensation to be paid CONTRACTOR.CITY will have no obligations whatsoever under this Contract or any Supplemental Contract,unless and until this Contract or any Supplemental Contract is approved by the City as required___________________________ *This form is to be used for all professional services, except services performed by architects, landscape-architects, professional engineers, or professional land surveyors, or services related to a construction project.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 2 of 3 by the Sacramento City Code. As used in this Contract, the term and Additional Services as applicable. 4. Payment. CITY shall pay CONTRACTOR at the times and in the manner set forth in Exhibit B. CONTRACTOR shall submit all invoices to CITY in the manner specified in Exhibit B. 5. Facilities and Equipment. Except as set forth below, CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment required for CONTRACTOR to perform this Contract. CITY shall furnish to CONTRACTOR only the facilities and equipment listed below, if any. None. 6. Insurance. CONTRACTOR shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C. 7. General Conditions. CONTRACTOR shall comply with the terms and conditions set forth in the attached Exhibit D. 8. Additional Requirements for Surveying, Material Testing, and Inspection Services. If this Contract includes any land surveying, material testing, or inspection services provided for a CITY construction project, during the design, pre-construction, construction, or post-construction phases of the project, the CONTRACTOR and any subcontractor or subconsultant performing any such services shall comply with the provisions specified in Exhibit E. 9. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by CITY contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance. CONTRACTOR's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies. 10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled Ban-The-Box https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 3 of 3 The Ban-The-Box Requirements are applicable to certain contracts with the CITY in an amountof $250,000 or more (either initial value or total value after amendment) or if the total value of all CONTRACTOR's contracts with the City is $250,000 or more over a 12-month period. CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance. CONTRACTOR shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. CONTRACTOR'S violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies. 11. Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance. CONTRACTOR shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60. CONTRACTOR's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies. 12. Authority. The person signing this Contract for CONTRACTOR represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the CONTRACTOR and to bind the CONTRACTOR to the performance of obligations. [Signatures Page Following Exhibits] PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit A - Page 1 of 2 EXHIBIT A SCOPE OF SERVICES 1. Representatives. The CITY Representative for this Agreement is: Sonia Lopez/Associate Civil Engineer 1395 35th Ave, Sacramento, CA 95822 Phone: 916-808-1456/E-mail: [email protected] The CONTRACTOR Representative for this Agreement is: Kristi Moro/Contracts Manager 340 The Bridge Street, Suite 204, Huntsville, AL 95806 Phone: 510-274-7631/E-mail: [email protected] Unless otherwise provided in this Contract, all CONTRACTOR questions and correspondence pertaining to this Contract must be addressed to the CITY Representative. All CITY questions and correspondence must be addressed to the CONTRACTOR Representative. 2. Scope of Services. CONTRACTOR shall provide Services to CITY as set forth in Attachment 1 to this Exhibit A. 3. Time of Performance. The Services described in this Contract shall be provided for three years through December 31, 2027 and as set forth in the scope of services. CONTRACTOR shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. 4. Conflict of Interest Requirements. The individual(s) who will provide Services pursuant to this Conflict of Interest Code. __X__ yes ____ no [check one] CONTRACTOR shall cause the following to occur within 30 days after execution of this Contract: (A) Identify the individuals who will provide Services or perform Work under this Contract as "Consultants"; and (B) Cause these individuals to file with the City Representative the "assuming office" statements of economic interests required by the Conflict of Interest Code. Thereafter, throughout the term of the Contract, CONTRACTOR shall cause these individuals to file with the CITY Representative annual statements of economic interests and "leaving office" PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit A - Page 2 of 2 statements of economic interests, as required by the Conflict of Interest Code. The CITYmay withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit B - Page 1 of 2 EXHIBIT B PAYMENT 1. CONTRACTORThe total of all fees paid to the CONTRACTOR for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $300,000.00. The payments specified in this Exhibit B shall be the only payments made to CONTRACTOR unless the CITY approves a Supplemental Contract. 2. Billable Rates. CONTRACTOR shall be paid for the performance of Services on an hourly rate, daily rate, flat fee, lump sum, or other basis, as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls. 3. CONTRACTORReimbursable Expenses are limited to actual expenditures of CONTRACTOR for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the CITY. No charges or markup will be allowed unless specified in the Contract, including charges for travel and transportation. 4. Payments to CONTRACTOR. CONTRACTOR is responsible for supplying all documentation necessary to verify invoices to the satisfaction. A. Payments to CONTRACTOR shall be made within a reasonable time after receipt of CONTRACTORAttachment 1 to Exhibit B. CONTRACTOR may request payment on a monthly basis. CONTRACTOR shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of CITY. B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to: [email protected] (2) Postal Mail. If emailing is not an option, mail to: A/P Processing Center City of Sacramento 915 I Street, Floor 4 Sacramento, CA 95814-2608 C. All invoices submitted by CONTRACTOR must contain the following information: (1) Job/Project Name PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit B - Page 2 of 2 (2)(3) CONTRACTOR (4) Date of Invoice Issuance (5) Work Order Number (if applicable) (6) CITY representative identified on the Purchase Order (7) CONTRACTOR (8) Description of services billed under Invoice (9) Amount of Invoice (itemize all authorized Reimbursable Expenses) (10) Total Billed to Date under Contract (if applicable) D. Items must be separated into Services and Reimbursable Expenses. Invoices that do not conform to the format outlined above will be returned to CONTRACTOR for correction. CITY is not responsible for delays in payment to CONTRACTOR resulting from CONTRACTORabove. 5. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the CITY in accordance with the contract amendment procedures. The CITY reserves the right to perform any Additional Services with its own staff or to retain other CONTRACTORs to perform the Additional Services. 6. Accounting Records of CONTRACTOR. During performance of this Contract and for a period of three years after completion of performance, CONTRACTOR shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of CONTRACTORand records of CONTRACTORCONTRACTOR shall keep and make records available for inspection and audit by representatives of the CITY upon reasonable written notice. 7. Tax Payments. CONTRACTOR shall pay, when and as due, any and all taxes incurred as a result of CONTRACTORwith proof of the payment upon request. CONTRACTOR hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of CONTRACTORsection. 1 Attachment 1 to Exhibit B Last Updated 5/1/24
ATTACHMENT 1 TO EXHIBIT B I.COMPENSATION AND PAYMENTA. CONTRACTOR shall not commence performance until a written notification has beenissued by CITY Project Manager.B. CONTRACTOR shall be reimbursed for services at the specific rate of compensation onthe approved rate sheet(s).C.CONTRACTOR shall be reimbursed for approved Other Direct Costs (ODC), asidentified on the rate sheet(s) with receipts for actual costs.Any travel costs outsideidentified ODC will require prior written approval by CITY Project Manager.D. If applicable, CONTRACTOR shall pay prevailing wages to those workers employed onpublic works contracts performing applicable duties as required by the State LaborCode and City Code 3.60.180. CONTRACTOR shall be responsible for any futureadjustments to prevailing wage rates including, but not limited to, base hourly ratesand employer payments as determined by the Department of Industrial Relations.Based on prevailing adjustments, CONTRACTOR may request an adjustment of theapproved rate(s). These adjusted rates will not go into effect until the approval dateby the City of the Supplemental Agreement. CONTRACTOR is responsible forpaying the appropriate rate, including escalations that take place during the term ofthe Agreement. A mistake, inadvertence, or neglect by CONTRACTOR in failing topay the correct rates of prevailing wage will be remedied solely by CONTRACTORand will not, under any circumstances, be considered as the basis of a claim againstCITY on this Agreement.E.Unless specifically stated, the contract shall be a not-to-exceed by task, Other DirectCost (ODC) line item, and total budget as included in the Cost Proposal. Writtenapproval by CITY Project Manager is required for reallocation of budget betweentasks, between ODC line items, or between tasks and ODCs. All reallocation requestsmust include a revised Cost Proposal. If the reallocation will directly or indirectlyrequire an increase in the total contract amount, it will require a SupplementalAgreement to be approved by the CITY as described in Section G.1.Written approval by CITY Project Manager is required for any staffsubstitutions or additions of staff under classifications included in theapproved rate sheet(s).Updated rate sheet(s) for CONTRACTOR and allSUBCONTRACTORS shall be included. 2 Attachment 1 to Exhibit B Last Updated 5/1/24

2. Any addition or substitution shall be paid at the same or lower rate of the previously approved or similar classification.3. If a substitution involves Key Staff, CONTRACTOR shall request and justify the need for substitution and obtain written approval from CITY Project Manager. Thejustification shall include a resume of the proposed new Key Staff. If the staff addition or substitution will include a new classification, any rate increase, or will directly or indirectly require an increase in total contract amount, it will require a Supplemental Agreement to be approved by the CITY as described in Section G.No work shall commence until written approval by the CITY Project Manager. Any work not in compliance with the above, and performed prior to the date of approval by the City, shall not be reimbursed.F. Supplemental Agreements are required for any changes to the scope and terms of the agreement, including but not limited to the following: 1. Increasing the Agreement not-to-exceed amount.a. Any increase to the not-to-exceed amount shall include a cost proposal documenting the increase. 2. Adding task(s) within the advertised scope. 3. Adding new classifications or adjusting rates:a. Updated rate sheet(s) for CONTRACTOR and all SUBCONTRACTORS shall be included. b. CONTRACTOR may request cost of living increases in base salary of staff after the contract has been in effect for two years. The maximum increase, if approved, shall be the annual Cost of Living Adjustment (COLA) increase as calculated and used by the Social Security Administration. Any approved increase shall not go into effect until a Supplemental Agreement is executed. 4. Adding SUBCONTRACTORS. 5. Adding new Other Direct Cost (ODC) items not included on rate sheet. 6. Extending the sunset date of the Agreement. 3 Attachment 1 to Exhibit B Last Updated 5/1/24
No work shall commence until the Supplemental Agreement is executed and written notification has been provided by CITY Project Manager. Any work not in compliance with the above, and performed prior to the date of the execution of the Supplemental Agreement by the City, shall not be reimbursed. G.Monthly Invoices1. Invoices shall be made in arrears based on services provided at specific hourly rates and other direct cost(s) incurred per the approved rate sheet(s).2. CONTRACTOR AND SUBCONTRACTOR invoices shall be submitted using the City- template and include the following: a. Task, Budget, and Billing Summary. b. A copy of all invoices for Other Direct Costs and appropriate back up documentation, at rates consistent with the approved rate sheet(s).c. A copy of SUBCONTRACTOR invoices using the City template. d. CONTRACTOR Project Manager's signature certifying that all charges have been reviewed and are in compliance with the contract terms.e. Written approval of CITY Project Manager for any overtime expenses for Prevailing Wage staff consistent with the approved rate sheet(s).f. Written approval by CITY and CONTRACTOR of Reallocation of Budget between Tasks or between Tasks and Other Direct Costs. 3. For non-federally funded projects, CONTRACTOR shall meet the 5% Local Business Enterprise (LBE) participation requirement, unless an LBE waiver has been obtained by CITY Project Manager prior to the agreement being executed. CONTRACTOR will track LBE utilization, including for all subcontractors, and include the percentage achieved with each invoice. The 5% requirement only applies to those agreements awarded for a not-to-exceed amount over $100,000.4. For federally funded projects in compliance with 49 CFR 26.37, a Disadvantaged Business Enterprises Utilization Report (Form ADM-3069) is required, as specified in this Agreement.5. CONTRACTOR may include SUBCONTRACTOR costs that are treated by the CONTRACTOR as accrued due to such costs having been billed by the SUBCONTRACTOR to CONTRACTOR and recognized by CONTRACTOR and CITY as valid, undisputed, due and payable. 4 Attachment 1 to Exhibit B Last Updated 5/1/24

6.CONTRACTOR shall not add a mark-up to SUBCONTRACTORs for professional services or other direct costs included in the approved rate sheet(s). 7. Invoices for approved monthly services shall be submitted by CONTRACTOR and received by CITY Project Manager within 45 calendar days of the completion of the approved monthly services specified in the Task, Budget, and Billing Summary.II.COSTPRINCIPLESA.All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files.B.For federally funded projects, all costs must be in accordance with the cost principles of Title 48 Code of Federal Regulations (CFR), Part 31, Contract Cost Principles and Procedures (48 CFR 31 et seq.).C. For federally funded projects, CONTRACTOR agrees to comply with federal procedures in accordance with Title 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments (49 CFR 18). D. Any costs for which payment had been made to CONTRACTOR that are determined by subsequent audit to be unallowable under 48 CFR 31 or 49 CFR 18 are subject to repayment by CONTRACTOR to CITY. Ill. CONFLICT OF INTEREST A. CONTRACTOR shall disclose any financial, business, or other relationship with CITY that may have an impact upon the outcome of this contract, or any ensuing CITY construction project. CONTRACTOR shall list current clients who may have a financial interest in the outcome of this contract, or any ensuing CITY construction project, which will follow. B. CONTRACTOR certifies that it does not now have, nor shall it acquire in the future, any financial or business interest that would conflict with the performance of services under this contract. C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article Ill. 5 Attachment 1 to Exhibit B Last Updated 5/1/24
D. CONTRACTOR certifies that neither CONTRACTOR, nor any firm affiliated with CONTRACTOR will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint-ownership, or otherwise.E. Except for SUBCONTRACTORS whose services are limited to providing surveying or materials testing information, no SUBCONTRACTOR who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract.IV. PROVISIONS FOR REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATIONCONTRACTOR warrants that this contract was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any CITY employee. In the event of breach or violation of this warranty, CITY shall have the right in its discretion: to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. V. PROHIBITION OF EXPENDING CITY STATE OR FEDERAL FUNDS FOR LOBBYING A. CONTRACTOR certifies to the best of his or her knowledge and belief that: 1.No state, federal or CITY appropriated funds have been paid, or will be paid by-or-on behalf of CONTRACTOR to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement.2. If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in 6 Attachment 1 to Exhibit B Last Updated 5/1/24
connection with this federal contract, grant, loan, or cooperative agreement; CONTRACTOR shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions.B.This certification is a material representation of fact upon which reliance wasplaced when this transaction was made or entered into. Submission of thiscertification is a prerequisite for making or entering into this transaction imposedby Section 1352, Title 31, US. Code. Any person who fails to file the requiredcertification shall be subject to a civil penalty of not less than $10,000 and notmore than $100,000 for each such failure.C.CONTRACTOR also agrees by signing this document that he or she shall requirethat the language of this certification be included in all lower-tier subcontracts,which exceed $100,000, and that all such sub recipients shall certify and discloseaccordingly.VI. AUDIT REVIEW PROCEDURESA.Any dispute concerning a question of fact arising under an interim or post audit ofthis contract that is not disposed of by agreement, shall be reviewed by CITY'SChief Financial Officer.B. Not later than 30 days after issuance of the final audit report, CONTRACTOR mayrequest a review by CITY'S Chief Financial Officer of unresolved audit issues. Therequest for review will be submitted in writing.C.Neither the pendency of a dispute nor its consideration by CITY will excuseCONTRACTOR from full and timely performance, in accordance with the terms ofthis contract.D. CONTRACTOR and SUBCONTRACTORS' contracts, including cost proposals andindirect cost rates (ICR), are subject to audits or reviews such as, but not limited to,a Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified publicaccountant (CPA) ICR Audit Workpaper Review. If selected for audit or review, thecontract, cost proposal and ICR and related workpapers, if applicable, will bereviewed to verify compliance with 48 CFR, Part 31 and other related laws andregulations. In the instances of a CPA ICR Audit Workpaper Review it isCONTRACTOR's responsibility to ensure federal, state, or local government officialsare allowed full access to the CPA's workpapers. The contract, cost proposal, andICR shall be adjusted by CONTRACTOR and approved by CITY contract manager toconform to the audit or review recommendations. CONTRACTOR agrees thatindividual terms of costs identified in the audit report shall be incorporated into 7 Attachment 1 to Exhibit B Last Updated 5/1/24
the contract by this reference if directed by CITY at its sole discretion. Refusal by CONTRACTOR to incorporate audit or review recommendations, or to ensure that the Federal, State, or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the contract and disallowance of prior reimbursed costs.VII. SUBCONTRACTING A. CONTRACTOR shall perform the work contemplated with resources available within its own organization; and no portion of the work pertinent to this contract shall be subcontracted without written authorization by CITY'S Contract Administrator, except that, which is expressly identified in the approved Cost Proposal.B. Any subcontract entered into as a result of this contract, shall contain all the provisions stipulated in this contract to be applicable to SUBCONTRACTORS. C. Any substitution of SUBCONTRACTORS must be approved in writing by CITY's Contract Administrator prior to the start of work by the SUBCONTRACTOR. VIII. RETENTION OF RECORDS/AUDITA. For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7; CONTRACTOR, SUBCONTRACTORS, and CITY shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final payment under the contract. The state, State Auditor, CITY, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of CONTRACTORS that are pertinent to the contract for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. All subcontracts shall contain this provision.*All referenced forms and sample templates will be provided by CITY. $1,733$3,164$1,639$1,570$1,360$1,303$1,263$1,805$710 $640$586$240$400$145$625/hr Traffic Control(4 hr minimum)$2,205$1,985$1,224$1,173$1,137Pricing Assumptions ADS Submittal: 1) Line Item 3 - Monthly M&O, Data Aquistion/Review and Reporting: Includes all of the items in line item # 2, exceptin line item # 3 the City is providing the area-velocity flow meters, not ADS.2) Line Item 6 - Confined Space Entry Crew: $400/hr is the fee for a 2-person CSE crew.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 1 of 5 EXHIBIT CINSURANCE 1. Insurance Requirements. During the entire term of this Agreement, CONTRACTOR shall maintaininsurance coverage as described in this Exhibit.Full compensation for all premiums that CONTRACTOR is required to pay for the insurancecoverage described herein shall be included in the compensation specified for the Servicesprovided by CONTRACTOR under this Agreement. No additional compensation will be providedfor CONTRACTORIf CONTRACTOR maintains broader coverage and/or higher limits than the minimums shownbelow, the CITY requires and shall be entitled to the broader coverage and/or the higher limitsmaintained by CONTRACTOR. Any available insurance proceeds in excess of the specifiedminimum limits of insurance and coverage shall be available to the CITY.It is understood and agreed by CONTRACTOR that its liability to the CITY shall not in any way belimited to or affected by the amount of insurance coverage required or carried by CONTRACTORin connection with this Agreement.2. General Liability Minimum Scope and Limits of Insurance Coverage.A. Commercial General Liability Insurance providing coverage at least as broad as ISO CGLForm 00 01 on an occurrence basis for bodily injury, including death, of one or morepersons, property damage, and personal injury, arising out of activities performed by oron behalf of CONTRACTOR, its sub-consultants, and subcontractors, products andcompleted operations of CONTRACTOR, its sub-consultants, and subcontractors, andpremises owned, leased, or used by CONTRACTOR, its sub-consultants, andsubcontractors, with limits of not less than one million dollars ($1,000,000) peroccurrence. The policy shall provide contractual liability and products and completedoperations coverage for the term of the policy. If a general aggregate limit applies, eitherthe general aggregate limit shall apply separately (ISO CG 25 03 or 25 04) or the generalaggregate limit shall be twice the required occurrence limit.B. The CITY, its officials, employees, and volunteers shall be covered by policy terms orendorsement as additional insureds as respects general liability arising out of: activitiesperformed by or on behalf of CONTRACTOR, its sub-consultants, and subcontractors;products and completed operations of CONTRACTOR, its sub-consultants, andsubcontractors; and premises owned, leased, or used by CONTRACTOR, its sub-consultants, and subcontractors.3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicableprovision.) PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 2 of 5 __X__ Automobile Liability Insurance is required providing coverage at least as broad as ISOForm CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of CONTRACTOR. The CITY, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. ____ No automobile liability insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows: CONTRACTOR certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, CONTRACTOR does transport items under this Contract, or this Contract is amended to require any employees of CONTRACTOR to use a vehicle to perform services under the Contract, CONTRACTOR understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the CONTRACTOR 4. Umbrella or Excess Policies. A. CONTRACTOR may use Umbrella or Excess policies to provide the liability limits as required. This form of insurance will be acceptable provided that the Primary and Umbrella or Excess Policies shall provide all of the insurance coverage required, including but not limited to primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense obligations. Umbrella or Excess policies shall as broad as provided in the underlying primary policy. B. Any Umbrella or Excess insurance shall contain, or be endorsed to contain, a provision that it shall apply on a primary basis for the benefit of the CITY, and any insurance or self-insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of such umbrella or excess coverage and shall not contribute with it. No insurance policies maintained by the CITY, whether Primary or Excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the CONTRACTORand Excess liability policies are exhausted. 5. (Check the applicable provision.) __X__ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 3 of 5 Workers' Compensation policy shall include a waiver of subrogation in favor of the CITY.CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from an insurer. ____ No work or services will be performed on or at CITY facilities or CITY Property. not required. ____ CONTRACTOR certifies as follows: CONTRACTOR certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, CONTRACTOR hires any employee during the term ation policy will include a waiver of subro 6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims-made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000): __X__ Is ____ Is not [check one] required for this Agreement. A. If Professional Liability insurance is required: (1) The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract. (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONTRACTOR three (3) years after completion of contract work. 7. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: A. CONTRACTOR-contributory insurance as respects the CITY, its officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of CONTRACTOR PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 4 of 5 B. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officials, employees, or volunteers. C. Coverage shall state that CONTRACTORagainst whom claim is made or suit is brought, except with respect to the limits of the D. The CITY will be provided with thirty (30) days written notice of cancellation or material change in the policy language or terms. 8. Waiver of Subrogation. CONTRACTOR hereby grants to the CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer. 9. Acceptability of Insurance. than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Section must be declared to and approved by the CITY in writing prior to execution of this Agreement. 10. Verification of Coverage A. CONTRACTOR shall furnish the CITY with certificates and required endorsements evidencing the insurance required. The certificates and endorsements shall be forwarded to the CITY representative named in Exhibit A. Copies of policies shall be delivered to the CITY on demand. B. During the term of this Agreement, CONTRACTOR shall send insurance certificates and endorsements, including policy renewals, directly to: City of Sacramento c/o EXIGIS LLC P.O. Box 947 Murrieta, CA 92564 Insurance certificates also may be e-mailed to: [email protected] C. Certificate Holder must be listed as: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 5 of 5 D. The CITY may withdraw its offer of contract or cancel this Agreement if the certificates of insurance and endorsements required have not been provided prior to execution of this Agreement. The CITY may withhold payments to CONTRACTOR or cancel this Agreement if the insurance is canceled or CONTRACTOR otherwise ceases to be insured as required herein. 11. Subcontractors. CONTRACTOR shall require and verify that all sub-consultants and subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 1 of 10 EXHIBIT D GENERAL CONDITIONS 1. Independent CONTRACTOR. A. It is understood and agreed that CONTRACTOR (including CONTRACTORan independent CONTRACTOR and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither CONTRACTOR nor CONTRACTORwill be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under the provisions of this Contract, and CONTRACTOR will be issued a Form 1099 for its services hereunder. As an independent CONTRACTOR, CONTRACTOR hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of CONTRACTORthat an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that CONTRACTOR, in the performance of its obligations, is subject to the control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by CONTRACTOR for accomplishing the results. To the extent that CONTRACTOR obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the CONTRACTORCONTRACTORthe use will promote CONTRACTORspecifically provided elsewhere in this Contract, the CITY does not require that CONTRACTOR use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by CONTRACTOR, such persons will be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONTRACTOR. It is further understood and agreed that CONTRACTOR will issue W-2 or PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 2 of 10 1099 Forms for income and employment tax purposes for all CONTRACTORS assigned personnel and subcontractors. D. CONTRACTORS duties and services under this Contract do not include preparing or request for qualifications, or any other solicitation regarding a subsequent or additional contract with the CITY. The CITY at all times retains responsibility for public contracting, including with respect to any subsequent phase of the project contemplated by this Contract. CONTRACTORject plans or specifications is limited to conceptual, preliminary, or initial plans or specifications. CONTRACTOR shall cooperate with the CITY to ensure that all bidders for a subsequent contract on any subsequent phase of the project contemplated by this Contract have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONTRACTOR pursuant to this Contract. E. The provisions of this section will survive any expiration or termination of this Contract. Nothing in this Contract creates an exclusive relationship between CITY and CONTRACTOR. CONTRACTOR may represent, perform services for, or be employed by any additional persons or companies so long as CONTRACTOR does not violate the provisions of Section 5, below. 2. Licenses; Permits, Etc. CONTRACTOR represents and warrants that CONTRACTOR has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for CONTRACTOR to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State. 3. Time. Time is off the essence in the performance of this Contract. CONTRACTOR shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contractdelayed by any cause, present or future, that is beyond the reasonable control of that party. 4. CONTRACTOR Not Agent. Except as CITY may specify in writing, CONTRACTOR and CONTRACTORS personnel have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR and CONTRACTORS personnel shall have no authority, express or implied, to bind CITY to any obligations whatsoever. 5. Conflicts of Interest. CONTRACTOR covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the CITYS interests or that would in any way hinder CONTRACTORS performance under this Contract. CONTRACTOR further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the written consent. CONTRACTOR agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests during the performance of this Contract. If CONTRACTOR is or employs PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 3 of 10 a former officer or employee of the CITY, CONTRACTOR and any former City officer or employeeshall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any CITY department, board, commission, or committee. 6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If CONTRACTOR is shipping Hazardous Substances, CONTRACTOR must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, CONTRACTOR must provide a revised SDS to each CITY location receiving Hazardous Substances. 7. Confidentiality of CITY Information. During performance of this Contract, CONTRACTOR may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and special and unique assets of the CITY. CONTRACTOR agrees to protect all City Information and treat it as strictly confidential, and further agrees that CONTRACTOR shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the prior written consent. In addition, CONTRACTOR must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by CONTRACTOR of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. CONTRACTOR Information. A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by CONTRACTOR under this Contract. In this Contractmeans and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY. B. CONTRACTOR shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 4 of 10 provided by CONTRACTOR under this Contracttrade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify CONTRACTOR not later than ten days after CITY is served with any such claim, action, lawsuit or other proceedingnotice within the ten-day period does not relieve CONTRACTOR of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from CONTRACTOR by CITY, whether received in connection with CONTRACTORCONTRACTORperformance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any CITY shall give notice to CONTRACTOR of any request for the disclosure of such information. The CONTRACTOR will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The CONTRACTOR designation of such information. D. The parties understand and agree that any failure by CONTRACTOR to respond to the notice provided by CITY and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by CONTRACTOR of any rights CONTRACTOR, and the information will be disclosed by CITY in accordance with the Public Records Act. 9. Notification of Material Changes in Business. CONTRACTOR agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. CONTRACTOR also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of CONTRACTOR's obligations to the City under this Contract. 10. Standard of Performance. CONTRACTOR shall perform in the manner and according to the standards currently observed by a competent practitioner of CONTRACTORS profession in California and in compliance with all requirements of this Contract. All products that CONTRACTOR delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in CONTRACTOR CONTRACTOR shall assign only competent personnel to perform on its behalf under this Contract. CONTRACTOR must notify the CITY in writing of any changes in CONTRACTORperform under this Contract, before any performance by the new staff member. If the CITY, in its sole discretion, determines that any person assigned by the CONTRACTOR to perform under this Contract is not performing in accordance with the standards required herein, CITY shall provide notice to CONTRACTOR. CONTRACTOR shall immediately remove the assigned person upon receipt of the notice.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 5 of 10 Performance or Different Terms and Conditions.The subsequent performance will notbe construed as either acceptance of additional or different terms and conditions or acounteroffer by the CONTRACTOR, nor will the subsequent performance be viewed asacceptance of any provision of the Uniform Commercial Code, as adopted by any State, that iscontrary to the terms and conditions contained herein. CONTRACTOR's performance shallconform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. TheCalifornia Commercial Code will apply except as otherwise provided in the Contract.Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager,or if any portion of the CITY is declared a disaster area by the county, state or federal government,this Contract may be subjected to increased usage. The CONTRACTOR shall serve the CITY duringa declared emergency or disaster, subject to the same terms and conditions that apply duringnon-emergency / non-disaster conditions. The pricing set forth in this Contract will apply,without mark-up, regardless of the circumstances. If the CONTRACTOR is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the CONTRACTOR shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the CONTRACTOR'S source stating the reason for the disruption.Term; Suspension; Termination.This Contract is effective on the Effective Date and continues in effect until both partieshave fully performed their respective obligations under this Contract, unless soonerterminated as provided herein.CITY shall have the right at any time to suspend CONTRACTORS performance hereunder,in whole or in part, by giving a written notice of suspension to CONTRACTOR. Uponreceipt of such notice, CONTRACTOR shall immediately suspend its activities under thisContract, as specified in the notice.The CITY shall have the right to terminate this Contract at any time by giving written notice of termination to CONTRACTOR. Upon receipt of such notice, CONTRACTOR shall immediately cease performance under this Contract as specified in the notice. If the CITY terminates this Contract:CONTRACTOR shall, not later than days after receipt of the notice, deliver all information prepared under this Contract to the City.The CITY shall pay CONTRACTOR the reasonable value of Goods or Servicesprovided by CONTRACTOR before termination; provided, however, CITY shall notin any manner be liable for lost profits that might have been made byCONTRACTOR had the Contract not been terminated or had CONTRACTORcompleted performance required by this Contract. CONTRACTOR shall furnish tothe CITY any financial information requested by the City to determine thereasonable value of the Goods or Services provided by CONTRACTOR. The PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 6 of 10 foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity. 14. Default by CONTRACTOR. In case of default by the CONTRACTOR, the CITY reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the CONTRACTOR, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the CITY will be considered the prevailing market price at the time such purchase is made. 15. Indemnity. A. Indemnity: CONTRACTOR shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed attorneys or outside attorneys and any fees and expenses incurred in enforcing this ppersonal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by CONTRACTOR, any subcontractor (including lower-tier subcontractors) or agent of CONTRACTOR, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent CONTRACTORs who are directly responsible to City, except when such agents, servants, or independent CONTRACTORs are under the supervision and control of CONTRACTOR or any subcontractor (including lower-tier subcontractors) or agent of CONTRACTOR. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit of CONTRACTOR hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of the CONTRACTOR Information Section, above. C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 7 of 10

16. Funding Availability. A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code. B. The payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council. C. This Section shall govern over any other contrary provision of the Contract. 17. Equal Employment Opportunity. During the performance of this Contract, CONTRACTOR, for itself, its assignees and successors in interest, agrees as follows: A. Compliance With Regulations: CONTRACTOR shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter B. Nondiscrimination: CONTRACTOR, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. CONTRACTOR shall not participate either directly or indirectly in discrimination prohibited by the Regulations. C. Solicitations for subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by CONTRACTOR for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by CONTRACTOR of CONTRACTORS obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation. D. Information and Reports: CONTRACTOR shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the CITY to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of CONTRACTOR is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the CITY, and shall set forth what efforts it has made to obtain the information.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 8 of 10 E. Sanctions for Noncompliance: In the event of noncompliance by CONTRACTOR with thenondiscrimination provisions of this Contract, the CITY shall impose any sanctions itdetermines are appropriate including:(1) Withholding of payments to CONTRACTOR under this Contract until CONTRACTORcomplies;(2) Cancellation, termination, or suspension of this Contract, in whole or in part.F. Incorporation of Provisions: CONTRACTOR shall include the provisions of subsections Athrough E, above, in every subcontract, including procurement of materials and leases ofequipment, unless exempted by the Regulations, or by any order or instructions issuedpursuant thereto. The CITY may direct CONTRACTOR to take specific actions to enforcethese provisions, including sanctions for noncompliance; provided, however, that ifCONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractoror supplier as a result of such direction, CONTRACTOR may request that the CITY join suchlitigation to protect the interests.18. Entire Agreement. This Contract, including all Exhibits and documents referenced herein,contains the entire agreement between the parties and supersedes whatever oral or writtenunderstanding they may have had before the execution of this Contract. No alteration to theterms of this Contract shall be valid unless approved in writing by CONTRACTOR, and by CITY, inaccordance with applicable provisions of the Sacramento City Code.19. Modification of Contract. The CONTRACTOR shall take no direction from any City employee thatchanges the executed terms and conditions of the Contract, including Exhibit A, or any changethat impacts the cost, price, or schedule, before receiving a written, signed modification to theContract.20. Severability. If a court with jurisdiction rules that any portion of this Contract or its applicationto any person or circumstance is invalid or unenforceable, the remainder of this Contract will notbe affected thereby and will remain valid and enforceable as written, to the greatest extentpermitted by law.21. Waiver. Neither the CITY acceptance of, or payment for, any Goods or Services, nor any waiverby either party of any default, breach or condition precedent, will be construed as a waiver ofany provision of this Contract, nor as a waiver of any other default, breach or condition precedentor any other right hereunder. No waiver will be effective unless it is in writing and signed by thewaiving party.22. Governing Law. This Contract shall be governed, construed and enforced in accordance with thelaws of the State of California, except that the rule of interpretation in California Civil Codesection 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusivelyin the state trial court or Federal District Court located in Sacramento County in the State ofCalifornia, and the parties consent to jurisdiction over their persons and over the subject matterof any such litigation in such courts, and consent to service of process issued by such courts.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 9 of 10

23. Assignment Prohibited.The expertise and experience of CONTRACTOR are material considerations for this Contract. CITY has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on CONTRACTOR under this Agreement. In recognition of this interest, CONTRACTOR shall not assign any right or obligation pursuant to this Contract without the written consent of the CITY. Any attempted or purported 24. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 23, above. 25. Compliance with Laws. The CONTRACTOR shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission. 26. Debarment Certification A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that CONTRACTOR, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 10 of 10 (5) Has not been notified, within a three-year period preceding this certification, beennotified of any delinquent Federal taxes in an amount that exceeds $3,500 forwhich the liability remains unsatisfied. Federal taxes are considered delinquent ifthe tax liability has been finally determined and the taxpayer is delinquent inmaking payment, as defined in Section 52.209-5 of the Federal AcquisitionRegulations.B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into anytransaction with any subcontractor, material supplier, or vendor who is debarred,suspended, declared ineligible, or voluntarily excluded from covered transactions by anyfederal or state department/agency. Any exceptions to the warranties and certificationsin this Section must be disclosed to the CITY.C. Exceptions will not necessarily result in denial of recommendation for award, but will beconsidered in determining CONTRACTORS responsibility. Disclosures must indicate towhom exceptions apply, the initiating agency, and dates of action.D.maintained by the General Services Administration for eligibility, prior to the execution ofthis Agreement. The CONTRACTOR shall provide immediate written notice to the City if,at any time prior to execution, the CONTRACTOR learns this certification is erroneous orhas become erroneous by reason of changed circumstances. If it is later determined thatthe CONTRACTORS warranties and certification in this Section were erroneous, the CITYmay terminate this Agreement for default.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit E - Page 1 of 2 EXHIBIT EADDITIONAL REQUIREMENTS FOR SURVEYING, MATERIAL TESTING, AND INSPECTION SERVICES The Services provided under this Contract include land surveying, material testing, or inspection services provided for a CITY construction project during the design, pre-construction, construction, or post-construction phases of the project. Therefore, the services Labor Code and is subject to the following requirements: A. Payment of Prevailing Wages: CONTRACTOR and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code Section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that CONTRACTOR and all subcontractors pay not less than the prevailing rate of wages, in accordance with California Labor Code Section 1773. CONTRACTOR and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the CONTRACTOR and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. CONTRACTOR shall include these requirements in every subcontract. This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code Section 1771.4. The CONTRACTOR and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the Labor Compliance Program should be directed to the City Representative. B. DIR Registration: California Labor Code Section 1725.5 requires the CONTRACTOR and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a CONTRACTOR or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5. http://www.dir.ca.gov/Public-Works/contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the CONTRACTORsubcontractor obligation to comply in all respects with all other applicable laws and regulations. The CONTRACTOR shall disseminate these provisions to all subcontractors. Before the performance of work by CONTRACTOR or any subcontractor(s) under this Contract, CONTRACTOR shall furnish CONTRACTORS and any subcontractor current

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit E - Page 2 of 2 DIR registration number(s). The CONTRACTORcurrent DIR registration number of all subcontractors will be listed on the Subcontractors and LBE Participation Verification Form, incorporated herein. To be completed by the City Representative if this Agreement is for the performance of any Public Work: CONTRACTOR DIR registration #: _____N/A_____________________________ C. In accordance with California Labor Code Section 1861, by signing this Contract, CONTRACTOR acknowledges and represents that CONTRACTOR is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that CONTRACTOR will comply with the provisions of the Labor Code before commencing performance under this Contract. D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the CONTRACTOR and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The CONTRACTOR and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7. E. Working Hours. If this Contract is for the performance of any Public Work, CONTRACTOR and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work. F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving CONTRACTOR or its subcontractors of any obligations under this Contract. G. Subcontractors. The CONTRACTOR shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.

Executed as of the day and year first above stated.CITY OF SACRAMENTOA Municipal Corporation By: Print Name: Title: For: Howard Chan, City Manager APPROVED AS TO FORM: City Attorney ATTEST: City Clerk Exhibits

CONTRACTOR NAME OF FIRM Federal I.D. No. State I.D. No. City Business Op. Tax Cert. No. TYPE OF BUSINESS ENTITY (check one): ____ Individual/Sole Proprietor ____ Corp. (may require 2 signatures) ____ Limited Liability Company ____ Partnership ____ Other (specify:______________________) Signature of Authorized Person Print Name and Title Additional Signature (if required) Print Name and Title

ADS Corp.x38-3769 1447087 Commerce Circle, Suite CPleasantonCA 94588x Bobby G. Pickett, Director of Finance and Assistant Secretary (256)430-3366May 13, 2024