Santa Ana City Council
February 18, 2025

RATE SCHEDULE

LABOR RATES:

Design & Document Production

Personnel Hourly Personnel Hourly Classification Billing Rate Classification Billing Rate

Design Drafter 1 $84.00 Designer 4 $171.00
Design Drafter 2 $98.00 Designer 5 $186.00
Designer 1 $116.00 Designer 6 $198.00
Designer 2 $133.00 Project Administrative Assistant $98.00 Designer 3 $153.00 Project Accountant $108.00

Engineering & Project Management

Personnel Hourly Personnel Hourly Classification Billing Rate Classification Billing Rate

Engineer 1 $136.00 Procurement Agent 1 $108.00
Engineer 2 $167.00 Procurement Agent 2 $141.00
Engineer 3 $194.00 Procurement Agent 3 $175.00
Engineer 4 $222.00 Project Coordinator $168.00
Engineer 5 $248.00 Project Controls Specialist 1 $136.00 Project Manager 1 $194.00 Project Controls Specialist 2 $167.00 Project Manager 2 $222.00 Project Controls Specialist 3 $194.00 Project Manager 3 $248.00 Project Controls Specialist 4 $218.00

Survey & Field Services

Personnel Hourly Personnel Hourly Classification Billing Rate Classification Billing Rate

Survey Technician $110.00 1-Person Survey Crew* $182.00 Party Chief $157.00 2-Person Survey Crew* $292.00
Survey Manager $218.00 3-Person Survey Crew* $402.00
*Includes survey equipment rate

A 30% premium on labor rates will be charged on labor for client authorized overtime, emergency or priority work. This prem ium will not be charged without prior approval of the client.

Psomas | City of Santa Ana - On-Call Water Resources Engineering Services | RFP NO. 24-083

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6

Rev. 23A
EQUIPMENT RATES:

Survey Equipment $ 25.00 per hour
Laser Scanning Equipment $150.00 per hour
Drone Equipment $300.00 per day
In-House Aerial Imagery $500.00 Standard Access Fee
Computer Assisted Design/Drafting System $ 10.00 per hour Caesar Piping Stress Analysis System $ 10.00 per hour
PLC Programming Software $ 10.00 per hour
SYNERGI Stoner Pipeline Hydraulic Simulation $ 30.00 per hour AspenTech Suite $ 30.00 per hour
ETAP & SKM Electrical Analysis Software $ 10.00 per hour ArcGIS Mapping Software $ 20.00 per hour
Pipeflo Hydraulic Simulation Software $ 30.00 per hour ArcFlash Label Software $ 10.00 per label
Procore Software as quoted per project

IN-HOUSE REPRODUCTION AND PLOTTING:

Photo Copies B&W Plots Color Plots
Size B&W Color Bond Bond High
Gloss

8.5”x11” $ 0.08 $ 0.70 $ 0.30 $ 4.00 $ 8.00 11”x17” $ 0.08 $ 1.50 $ 0.60 $ 5.00 $ 10.00 24”x36” $ 3.50 $ 10.00 $ 20.00 36”x48” $ 6.50 $ 20.00 $ 35.00

OTHER EXPENSES:

Automobile Expenses: Per Current IRS Rates

All other direct project expenses, including but not limited to travel and living expenses, postage and freight, subcontract services and materials, will be charged at cost plus 10%.

AGENCY PERSONNEL:

Staffing agency personnel will be billed the same as direct employees in accordance with the Labor Rates contained herein.

PAYMENT TERMS:

Monthly invoices, net 30 days

ANNUAL RATE ADJUSTMENTS:

Labor Rates shall be adjusted on January 1st each year based upon the percentage change in the Employment Cost Index (ECI): Series Title: Total compensation for Private industry workers in West, 12-month percent change [Series:CIU2010000000240A-non seasonally adjusted].

Psomas | City of Santa Ana - On-Call Water Resources Engineering Services | RFP NO. 24-083

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7 A R C O N
STRUCTURAL ENGINEERS, INC.
22391 Gilberto, Suite E • Rancho Santa Margarita, CA 92688 • (949) 766‐5102 • Fax (949) 766‐1761

2024 STANDARD SCHEDULE OF FEES

Principal Structural Engineer: $ 230.00 per hour
Structural/Bridge Engineer: $ 190.00 per hour
Project Architect: $ 190.00 per hour
Project Engineer: $ 180.00 per hour
Design Engineer: $ 150.00 per hour
Engineering Technician: $ 125.00 per hour
CAD Designer/Drafter: $ 125.00 per hour
Clerical: $ 65.00 per hour

Reimbursable Expenses:

Plotting: $ 15.00 per vellum
$ 30.00 per mylar
Large Format Printing: $ 3.00 each (additional
bond prints)
Photocopies: $ 0.10 each
Other reproduction & Courier: At cost
Travel: Private Vehicle Mileage: $ 0.58 per mile
Per Diem: $ 70.00 per day
Other Travel Reimbursables: At cost

2024 - 2027 Standard Schedule of Fees
Principal Structural Engineer $ 248 per hour
Structural/Bridge Engineer $ 205 per hour
Project Architect $ 205 per hour
Project Engineer $ 194 per hour
Design Engineer $ 162 per hour
Engineering T echnician $ 135 per hour
CAD Designer/Drafter $ 135 per hour
Clerical $ 70 per hour
Reimbursable Expenses
Plotting
$ 15.00 per vellum
$ 30.00 per mylar
Large Format Printing $ 3.00 each (additional bond prints) Photocopies $0.10 each
Other reproduction & Courier At cost
Travel
Private Vehicle Mileage $0.58 per mile
Per Diem $70.00 per day
Other Travel Reimbursables At cost
Psomas | City of Santa Ana - On-Call Water Resources Engineering Services | RFP NO. 24-083

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8 2024-2027 SCHEDULE OF CHARGES

SANTA ANA ON-CALL WATER RESOURCES ENGINEERING

PROFESSIONAL SERVICES
Document Preparation and Project Services $ 110.00/hour CAD/GIS Design Engineer $ 128.00/hour
Staff Engineer or Geologist $ 170.00/hour
Senior Staff Engineer or Geologist $ 188.00/hour
Project Engineer or Geologist $ 212.00/hour
Senior Engineer or Geologist $ 248.00/hour
Associate Engineer or Geologist $ 267.00/hour
Principal/Director $ 290.00/hour

FIELD INSPECTION & TESTING SERVICES
Staff Engineering Technician $ 110.00/hour*
• Services provided under direct supervision of a Senior Engineering Technician Senior Engineering Technician $ 128.00/hour*
• Inspections for soils/grading, asphalt, concrete, batch plants, piles/caissons, etc. • Certifications by ACI, ICC, Caltrans, local jurisdictions, etc.

Registered Special Inspector (No 4-hour minimum) $ 128.00/hour* • Certifications by ACI, ICC, Caltrans, local jurisdictions, etc. • Reinforced concrete, Post-Tension, Masonry, Welding, Bolting, Fireproofing Instrumentation Engineer $ 170.00/hour
• Slope inclinometer and Piezometer monitoring
• Manometer for floor-level surveys
• Stormwater turbidity & pH meter
• Groundwater monitoring - pressure transducer, datalogger, water chemistry meter, etc. • Pipeline video camera for drains, wells, etc.

Engineering Seismological Technician (includes 3-channel seismograph) $ 170.00/hour • Blast vibration monitoring
• Construction vibration & noise monitoring (pile driving, drilling, demolition, etc.) *Notes:
(1) Rates include vehicle, nuclear density gauge, and equipment for testing, inspection, and sampling. (2) No 4-hour minimum charges apply, except for night work. (3) Overtime is charged at 1.5 times the base rate. Overtime is defined as time worked on the project in excess of 8 hours per day and all time on Saturdays, Sundays, and holidays. (4) Prevailing Wage projects, additional hourly surcharge for Field Personnel per CA Labor Code §1720, et seq. Add $ 36.00/hour

LABORATORY TESTING SERVICES
Laboratory Testing $ 138.00/hour
(For special materials testing and laboratory costs on a per-test basis, see GMU’s Laboratory Fee Schedule)

OTHER CHARGES
Outside Services Cost + 15%
Reimbursables & Reprographics Cost
Psomas | City of Santa Ana - On-Call Water Resources Engineering Services | RFP NO. 24-083

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9 Classification Hourly Rate
Principal 300.00$
Certified Irrigation Designer / Auditor 195.00$
Senior Project Manager / Landscape Architect 195.00$
Project Manager / Landscape Architect 185.00$
Design Staff II 135.00$
Design Staff I 110.00$
Admnistrative Staff 110.00$
• CAD plotting of check sets and presentation drawings • Outside service scanning, printing, copying of drawings and documents of any size. • In-house project related printing / copying (black/white and color), including draft and final reports, specifications, and drawings.
• Postage, delivery, and messenger service (prior client approval) • Renderings, physical and digital scale models and animations. • Videos, web services, opinion surveys.
• Travel expenses, including mileage, tolls, lodging and meals. • Presentation boards.
• Software purchase and licensure on behalf of the client.

Hourly Billing Rates will be updated no more than once a year from the date of executed agreement. 2024 through 2027
Attachment A
Reimbursable expenses related to the project, whether for in-house, consultant or client use will be billed at 1.15 times direct cost. Such expenses include, but are not necessarily limited to:

Psomas | City of Santa Ana - On-Call Water Resources Engineering Services | RFP NO. 24-083

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5 Hutton Centre Drive
Suite 300
Santa Ana, CA 92707
Tel 714.751.7373
www.Psomas.com

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AGREEMENT WITH TETRA TECH TO PROVIDE

ON-CALL WATER RESOURCES ENGINEERING SERVICES
THIS AGREEMENT is made and entered into on this 18TH day of February, 2025 by and between Tetra Tech EC, Inc., a Delaware corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On June 25, 2024, the City issued Request for Proposals No. 24 -083, by which it sought Consultants to provide on-call water resources engineering services on behalf of the City of Santa Ana’s Public Works Agency.

B. Consultant submitted a responsive proposal that was among those selected by the City.

Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 24 -083 and attached as Exhibit A .

Consultant’s proposal shall be incorporated by reference as though fully attached here to this Agreement.

C. Consultant was selected as one of nine (9) vendors which qualified for this engagement.

Only those consultants approved by the City Council on February 18, 2025 shall be eligible to be engaged by the City for these services.

D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an on-call basis, and the City’s sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately co mplete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of nine (9) consultants selected under RFP 24-083. The total compensation for these services provided by all such cons ultants selected under RFP 24 -083 shall not exceed the shared aggregate amount of Two Million Dollars ($2,000,000) during the term of the Agreement, EXHIBIT 8

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including any extension periods.

b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant’s account(s) with financial institutions.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM

This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2) one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earli er in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR

Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationsh ip, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS

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”). Consultant shall require all subcontractors to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the sub contractor 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 provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

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6. INSURANCE

Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant.

MINIMUM SCOPE AND LIMIT OF INSURANCE

1. Commercial General Liability (CGL) : Insur ance Services Office Form CG 00 01covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggrega te. Required policy limits can be met with primary and umbrella/excess insurance policies.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event C onsultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance.

4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.

If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:

1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant’s CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, eq uipment, and personnel furnished in connection with such work or operations.

2. Consultant’s Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid

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under the terms of any policy which arise from work performed by Consultant under this Agreement.

3. For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its of ficers, officials, employees, agents, or volunteers shall not contribute with it.

4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City.

Ten (10) days prior written notice shall be provided to City for policy cancellation or non- renewal due to non-payment of premium.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza (M -21), Santa Ana, CA 92701.

The name and location of project must be included in the Description of Operations section of each certificate.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.

Verification of Coverage
Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant’s obligation to provide them.

City reserves the right to require complete, ce rtified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

7. INDEMNIFICATION

Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, whic h may arise from the

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negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

8. INTELLECTUAL PROPERTY INDEMNIFICATION

Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including cost s, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

9. RECORDS

Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

10. CONFIDENTIALITY

If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential

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information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE

Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION

Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT

This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT

Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City.

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15. TERMINATION

This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER

No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE

This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both p arties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES

Consultant shall, throughout the term of t his Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. NOTICE

Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

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To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988

With courtesy copies to:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702

To Consultant:

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

[signature page to follow]

Tetra Tech EC, Inc.

Attn: Tom Epperson, Vice President
17885 Von Karman Ave., Ste. 500
Irvine, CA 92614-5227

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA

Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager

APPROVED AS TO FORM:

SONIA R. CARVALHO TETRA TECH
City Attorney

By:

Kyle Nellesen
Assistant City Attorney (title)
Tax ID#

RECOMMENDED FOR APPROVAL:

Nabil Saba, P.E.

Executive Director
Public Works Agency

Tom Epperson, PE
Vice President

Nabil Saba
Digitally signed by
Nabil Saba
Date: 2025.01.29
13:37:30 -08'00'

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EXHIBIT A

SCOPE OF SERVICES

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CITY OF SANTA ANA

EXHIBIT I - 1

Contractor/Consultant shall perform services as set forth below.

INTRODUCTION/BACKGROUND
The City of Santa Ana intends (City) to select several qualified firms to provide professional services for a variety of projects and program s on an as-needed or “on-call” basis. Each firm selected will enter into a Professional Services Agreement to provide such services. Throughout the term of the Professional Services Agreement, the City may request task order proposals for individual projects and/or programs as the need for such services arises. The task order proposal fee shall be based on the hourly rates provided by the firm in response to this RFP.

If a task order proposal is selected, a Notice-to-Proceed will be issued based on an agreed-upon specific scope of services and fee for that task order. The firm may utilize in-house staff and/or sub-consultants to complete each task order. For specialized work for which the prime consultant shall require a sub-consultant , the prime consultant shall serve as an administrative liaison between the City a nd the sub-consultant, and include these administrative costs in their proposed project management fees.

Prime consultant mark-ups for sub-consultant work will not be allowed.

SCOPE OF SERVICES
Provide professional engineerin g services for planning, desi gn, and construction support for domestic water, recycled water, sanitary sewer, storm sewer, and related facility projects.

In general, each task order shal l include, at minimum, th e following project management services:
 Project Schedule
Create schedules with the critical milestones for the major tasks involved in a project.

Update the schedule monthly, or more often, as required by the City. Schedules shall be submitted in PDF format unless other format is requested by the City.  Meetings
Attend meetings and/or job walks, as r equested by the City. Prepare meeting agendas and meeting minutes.

EXHIBIT I

SCOPE OF SERVICES

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 Monthly Project Status Report
Prepare Monthly Project Status Reports that show an accurate accountability of work effort rendered and a continuous appraising and monitoring of both work progress and financial conditions on a project.

The fee for project management services, including time and related expenses, shall be included in each task order proposal.

Firms may propose on any category listed below (1-5). The services to be performed may include, but shall not be limited to, the following:

1. PLANNING, RESO URCES, AND DESIGN
Provide water engineering services to conduct water capital improvement projects, which may involve one or multiple disciplines, incl uding planning studies, hydraulic modeling, feasibility studies, design of pipelines, wells, pump stations, pressure regulating stations, reservoirs, water quality and water treat ment, waste and recycled water quality and treatment, hydrogeology, engineering support during construction, and encompassing associated services such as Architecture, Structural, Civil, Mec hanical, HVAC, Landscape Architecture, Geotechnical, Environmental, Electrical, Instrumentation, and Control. a. Planning Studies and Feasibility Studies
Provide engineering, financial, and planning se rvices to perform pipeline alignment and facility siting studies, water system planning studies, recycled water system planning and feasibility studies, water demand and supply studies, rate studies, asset management, and other studies that may be required in water system planning. Provide consulting services related to water resources and c onservation. Studies may include water supply assessments, water supply verifications , urban water management plans, water use surveys and others studies that may be required for water resources and conservation programs
b. Hydraulic Modeling
Perform Water System Master Planning in cluding Comprehensive Studies, Hydraulic Analysis, Transient Analysis, Fire Flow Analysis, and Flow Optimization. c. Condition Assessment
Provide comprehensive condition assessment of the City’s water system, including seismic, structural, security and vulnerability. Assessment of the structural integrity of the pipe shall include identifying leaks, pipe damage, pipe defect, loss of pipe wall thickness due to corrosion or erosion, etc., along the length of the pipe. Provide reports and memorandums with maps and exhibits as required to detail results of the study including likelihood of failure, risk and consequence of failure. Reports and/or technical memorandums shall also include detailed explanation of data collected and used for the study, any assumptions made as well as recommendations for short-term and long-term risk mitigation strategies.

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d. Design Services
Provide consulting services for the design of water facilities, including water wells, pump stations, pressure regulating stations, re servoirs, water quality and treatment, water mains, recycled water supply and distribution facilities, associated appurtenances, as well as other related components of the faciliti es such as buildings, landscape, grading, drainage, etc. for a complete and operative project.
e. Other Related Services
Provide other related services including, but not limited to, the following:
i. Architecture
Provide consulting services for architectural design, architectural renderings, line- of-sight analyses, building sections, code interpretation issues and other architectural related issue.
ii. Structural
Provide consulting services for structural investigations of the City’s existing facilities, seismic analysis, miscellaneous structural calculations, and design on the City’s existing and proposed systems and structures. iii. Civil
Provide consulting services for general engineering services as required for the project. Scope of work may include but is not limited to site design, street improvements, grading, dr ainage, preparation of Water Quality Management, Erosion Control, and Stormwater Poll ution Prevention Plans, and related calculations and reports as necessary.
iv. Mechanical, HVAC
Provide consultation, engineering, and design services on modification, upgrade, and replacement of existing mechanical and HVAC systems, including piping, plumbing, support systems, controls, code interpretation, and related calculations as necessary.
v. Landscape Architecture
Provide consulting services for landscape architecture design, including landscape planting plans, renderings and views of proposed landscape plantings, and landscape installation inspection servic es. Provide consultation for irrigation system design and inspection.

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vi. Geotechnical Engineering Services
Conduct geotechnical investigations, incl uding field explorations and tests, laboratory tests, and seismic investigations, to assess the general conditions of a project site area and prepare geotechnical reports of final design and construction recommendations. Field explorations may r equire drilling plans and classification of underlying soils and must be done un der the supervision of a licensed geotechnical engineer or regi stered geologist. Investigations may include slope stability analysis of reservoir embankm ents, foundations, retaining walls, and dams and earthen dam monitoring and inspec tion to comply with California Department of Water Resources, Division of Safety of Dams (DSOD) and other City requirements. Provide seismic hazard analyses and site-specific seismic criteria, as needed, for project design.
vii. Hydrogeology
Provide consulting services on groundwat er issues related to and including rehabilitation of existing potable water production wells, siting and design of new potable water production wells, destruction of inactive wells, evaluation of contamination plumes, and groundwater modeling. Evaluate the hydrogeology of proposed potable water production well si tes and investigate proposed wells.

Determine design parameters and requirem ents necessary to drill, operate, and maintain proposed wells; proposed well co nstruction (casing diameter, locations of perforated intervals); and proposed oper ation of wells. Prepare Drinking Water Source Assessment and Protection (DW SAP) plans for proposed potable water production wells.

Provide inspection, hydrogeologic anal ysis and recommendations during new potable water production well drilling and existing well destruction activities, including, but not limited to, on site consulting geologists, geological sampling and formation analysis, geophysical logging and interpretation, sieve analyses, final well construction recommendations, and qual ity assurance and assistance in achieving conformance with the construc tion specifications and applicable codes and standards.
viii. Environmental Compliance Services
Provide consulting services for the pr eparation of environmental documents and support studies to comply with California Environmental Quality Act (CEQA), which may include an Initial Study, Negative Declaration, Mitigated Negative Declaration, Addendum, or Environmental Impact Repor t, or Supplement or Subsequent EIR, National Environmental Policy Act (NEPA) when complying with federal grants, permit applications with support studi es, aesthetic simulations, and other environmental compliance tasks that may be needed.

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ix. Recycled Water Compliance
Provide assistance with compliance requirements for recycled water treatment and distribution system monitoring and reporting.
x. Electrical, Instrumentation & Control Services
Provide consultation, engineering, and design services on modification, upgrade, troubleshooting, restarting, adjusting control settings, and replacement of existing electrical systems, including motor contro l centers, motor starters, electrical panels, and instrumentation and control systems, including SCADA systems. xi. Engineering Support During Bidding and Construction Review and respond to RFI’s and review and approve shop drawings submitted by contractor for conformance with the contract documents. Review progress reports and payments as required. Prepare supplementary sketches and details, as required, to resolve field construction problems that may be encountered. Provide project inspection as needed. Provide assistance in ensuring regulatory compliance, as needed. Prepare the “as constructed” corrections to the original drawings and specifications . Attend meetings on behalf of the City and assist in Public Relations, as needed.
xii. Plan Check Services
Provide consulting services for plan c hecking improvement plans to determine compliance with applicable standards, guidelines, policies, rules, ordinances, and codes.

2. CONSTRUCTION MANAGEMENT
Provide construction management and inspection services during construction. The tasks of construction management and inspection shall include, but not be limited to:
a. Construction Management and Coor dination with Contractor Provide construction management and coordinate as needed for the project. Review and coordinate construction schedule and activitie s; conduct and attend meetings on behalf of the City. Provide permit compliance documentation, follow up, and support for all permits and clearances required on a project. The construction management team ma y also be asked to attend meetings and assist in maintaining public relations as needed.
b. Project Administration
Provide review of, recommend, and prepare change order(s) and/or extra work order(s) as needed on construction project. Coordi nate and process RFI’s and shop drawings submittals, and ensure construction conformanc e with the contract documents. Review and adjust progress pay estimates prepared and submitted by the contractor for conformance with the contract documents.

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c. Construction Inspection
Provide construction inspection by qualified inspectors and maintain daily inspection reports, construction progress reports, and proj ect logs, etc., of the progress of the construction work. Secure record drawing in formation from the construction contractor.

Provide start-up support for a Project, including final acc eptance testing, support, and final completion sign off. Prepare the Final Construction Report.

3. PIPELINE DESIGN
Provide consulting services for the design of water mains, transmission mains, siphons and associated appurtenances. Provi de preliminary and final design services including the preparation of plans, specifications, and cost estimates. Provide bidding assistance, construction support, and final as-builts as needed for projects.

4. ELECTRICAL, INSTRUMENTATION & CONTROL SERVICES
Provide consultation, engineering, and des ign services on modification, upgrade, troubleshooting, restarting, adjusting control se ttings, and replacement of existing electrical systems, including motor control centers, motor starters, electrical panels, and instrumentation and control systems, including SCADA systems components, instrumentation, communicati on system components, security cameras, door/gate access controls, information technology for SC ADA system and cybersecurity support for PLC/HMI/OIT software and custom applications for the City Water System.

5. GEOTECHNICAL ENGINEERING SERVICES
Conduct geotechnical investigations, including fiel d explorations and tests, laboratory tests, and seismic investigations, to assess the general conditions of a project site area and prepare geotechnical reports of final design and constr uction recommendations. Field explorations may require drilling plans and classification of underlying soils and must be done under the supervision of a licensed geotechnical engineer or registered geologist. Investigations may include slope stability analysis of reservoir embankments, f oundations, retaining walls, and dams and earthen dam monitoring and inspection to comply with California Department of Water Resources, Division of Safety of Dams (DSOD) and other City requirements. Provide seismic hazard analyses and site-specific seismic criteria, as needed, for project design.

Proposals shall explicitly state which category listed above (1-5) is being proposing on. If there are any exceptions to the core of requested services above, proposers shall list said exceptions in their proposal (matrix form).

GENERAL REQUIREMENTS AND PROJECT DELIVERABLES
The Consultant’s services for plans specifications and estimates (PS&E) for engineering projects and special studies/investigations shall be in conformance, if applicable, with the following: Title 24 of the California Code of Regulations (California Building Standards Code), American Water

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Works Association, California Department of Transportation, Americans with Disabilities Act, City of Santa Ana Municipal Code (SAMC), professional Standards established by the City, and any other federal, state, or local guidelines required in the project.

As part of the PS&E package, the Consultant shal l prepare the special provisions pertaining to the items of work included in t he plans that are not addressed on the latest editions of the applicable standards.

The Consultant shall have complete responsibi lity for the accuracy and completeness of all documents and plans prepared. The plans will be reviewed by the City of Santa Ana for conformity with the requirements of the Agreement. Reviews by the City of Santa Ana DO NOT include detailed review or checking of design for the accuracy with which such designs are depicted in the documents and the plans. T he documents and plans furnished under the Agreement shall be of a quality acceptable to the City of Santa Ana. The criteria for acceptance shall be a product of neat appear ance, well organized, technically and grammatically correct, checked and dated, and having the maker and checker identified.

The Consultant shall have project management c ontrol procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following:
 Project Management Plan- the consultant shall provide a detail management plan including information and coordination with other agencies to ensure compliance and completion of the (PS&E) packages. This plan shall include all milestones and task breakdown for each of the tasks and subtasks included therein. The project management shall be submitted to the Project Manager for review and within 15 calendar days of the issued Notice to Proceed
 Deliverables
 Quality Control/Quality Assurance (QA/QC) Plan
 Project Schedule/Invoicing
 Project Correspondence
In case of conflict, ambiguities, discrepancies, errors, or omissions, the consultant shall submit the matter to the City for clarification.

CITY RESPONSIBILITIES
The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein.
 Furnish scope of work and provide general direction as needed for the assigned project  All plan check coordination within the City

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 Advertise, award, and adminis ter of construction contract  Electronic files (sample plans & specificat ions, City of Santa Ana’s CADD Standards)  Electronic files for title sheets and sheet borders
 Facilitate meeting space and coordination and City facilities

FEE PROPOSAL
In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows:

The fee proposal shall include the firm’s standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein.

A more detailed scope of work will be provided when/if a Task Order proposal is requested of a consultant. All tasks orders shall include the staff title, hours, hourly rate and totals as related to the project.

OTHER TERMS AND CONDITIONS

1. The project will be implemented in compliance with the City of Santa Ana’s policies, as well as Prevailing Wages and State/Federal Requirements.

2. The City regards the inclusion of Califo rnia based designs, engineering, and construction professionals, facilities, and services as par t of the Team to be hi ghly desirable, but not mandatory.

3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission.

4. All reports, proposals, or other data or ma terials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals.

5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project.

6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises.

All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a “Certification of Non- Discrimination by Contractors” for each firm on their team.

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#2010327v1

EXHIBIT B

COMPENSATION
Fee Proposal including hourly rates if applicable

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17885 Von Karman Avenue, Suite 500, Irvine, CA 92614-5227 Tel 949.809.5000 tetratech.com
July 23, 2024
Robert Aguirre, PE
Project Manager
City of Santa Ana - Public Works Agency
220 S. Daisy Ave., M-85
Santa Ana, CA 92703
Reference: Hourly Rate Schedule for On-Call Water Resources Engineering Services – RFP No. 24-083 Dear Mr. Aguirre,
For your consideration, Tetra Tech is pleased to submit our Hourly Rate Schedule to the City of Santa Ana for the On-Call Water Resources Engineering Services contract. Also included are Fee Schedules for our named Subconsultants as follows:
• Hydrogeology: Richard C. Slade &Associates
• Design Survey/Mapping: Metz Surveying
• Condition Assessment: V&A Consultants
• Geotechnical: Verdantas, Inc.

All Hourly Rate Schedules will remain valid for a minimum of one hundred eighty (180) days from the date of submittal.

Tetra Tech understands the importance of this contract and looks forward to the opportunity to bring the best possible service to the City and its residents. Should you require additional information or have any questions, please feel free to contact me at (949) 809-5156 or via email at [email protected].

Respectfully submitted,
Tom Epperson, PE
Vice President
Attachments
M:\Marketing\Proposals\FY 2024\SantaAna CA On-Call Water Resources

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Project Management Construction
Project Manager 1 $220.00 Construction Project Rep 1 $85.00 Project Manager 2 $270.00 Construction Project Rep 2 $95.00 Sr Project Manager $315.00 Sr Constr Project Rep 1 $110.00 Program Manager $360.00 Sr Constr Project Rep 2 $125.00 Principal in Charge $360.00 Construction Manager 1 $175.00 Construction Manager 2 $190.00
Engineers Construction Director $240.00
Engineering Technician $40.00
Engineer 1 $115.00 General & Administrative
Engineer 2 $130.00 Project Assistant 1 $70.00
Engineer 3 $150.00 Project Assistant 2 $80.00
Project Engineer 1 $160.00 Project Administrator $100.00 Project Coordinator $170.00 Sr Project Administrator $140.00 Project Engineer 2 $180.00 Sr Graphic Artist $150.00
Sr Engineer 1 $185.00 Technical Writer 1 $100.00
Sr Engineer 2 $195.00 Technical Writer 2 $130.00
Sr Engineer 3 $210.00 Sr Technical Writer $160.00
Principal Engineer $315.00
Planners Information Technology
Planner 1 $110.00 Systems Analyst / Programmer 1 $80.00 Planner 2 $120.00 Systems Analyst / Programmer 2 $120.00 Sr Planner 1 $140.00 Sr Sys Analyst / Programmer 1 $130.00 Sr Planner 2 $160.00 Sr Systems Analyst / Programmer 2 $200.00 Sr Planner 3 $200.00
Project Accounting
Designers & Technicians Project Analyst 1 $90.00
CAD Technician 1 $70.00 Project Analyst 2 $120.00
CAD Technician 2 $80.00 Sr Project Analyst $160.00
CAD Technician 3 $100.00
CAD Designer $110.00 Reimbursable In-House Costs
Sr CAD Designer 1 $140.00 Photo Copies (B&W 8.5”x11”) $ 0.15/Each Sr CAD Designer 2 $160.00 Photo Copies (B&W 11”x17”) $ 0.40/Each CAD Director $165.00 Color Copies (up to 8.5"x11") $ 2.00/Each Survey Tech 1 $90.00 Color Copies (to 11"x17") $ 3.00/Each Compact Discs $10/each
Health & Safety Large format copies $0.40 S.F.

H&S Administrator $100.00
Sr H&S Administrator $125.00 Mileage-Company Vehicle $0.80/mile H&S Manager $150.00 Mileage-POV $0.55/mile*
*current GSA POV mileage rate subject to change
All other direct costs, such as production, special photography, postage, delivery services, overnight mail, printing and any other services performed by subconsultant will be billed at cost. 2024/2025

HOURLY CHARGE RATE AND EXPENSE REIMBURSEMENT SCHEDULE
NOTE: Rates subject to change annually.

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RICHARD C. SLADE & ASSOCIATES LLC

CONSULTING GROUNDWATER GEOLOGISTS
14051 BURBANK BLVD., SUITE 300, SHERMAN OAKS, CALIFORNIA 91401 SOUTHERN CALIFORNI (818) 506-0418 • NORTHERN CALIFORNIA (707) 963-3914 WWW.RCSLADE.COM

SCHEDULE OF CHARGES
Tetra Tech for Santa Ana Contract
August 2024 – December 2027
Professional Services H o u r l y R a t e s
President $340.00
Principal Groundwater Geologist $291.00
Senior Groundwater Geologist $250.00
Staff Groundwater Geologist $216.00
Field Groundwater Geologist $144.00
A d m i n i s t r a t i v e / C l e r i c a l $111.00 Field Equipment Charges
Pressure Transducers (water level & barometric $ 50.00/wk . pressure monitoring during pumping tests)
Electric Tape Water Level Probe $ 25.00/day
Field Water Quality Probe (T, pH, EC) $ 50.00/day
Litigation, Depositions and Testimony
Depositions and trial testimony are charged at twice the hourly rate (4-hour minimum/day).

Travel Time and Mileage
Travel time for meetings and/or to job sites will be charged at our standard hourly rates. Mileage is charged at the current IRS rate.

Administrative Fee
In-house costs for phone, e-mail, fax, regular postage, printing, copying, binding, and records retention, unless otherwise provided for in our project proposa l Scope of Services, will be charged an Administrative Fee of total project labor charges multiplied by 2.5%.

Outside Services
Any services and materials not ordinarily furnished by RCS, inc luding subcontracted services (i.e., water quality laboratory testing), delivery services, reproduction and printing, etc., are billed at cost + 15%. Reproduction costs for large format printing, a nd/or high volume reproduction and binding of hard copy reports performed in-house by RCS staf f, will be billed at rates similar to comparable outside services.

Conditions
RCS reserves the right to update this Schedule of Charges on January 1 of each year (the beginning of our Fiscal Year). Invoices are issued at our optio n on a monthly basis or when the work is completed. A service charge of 1½% will be payable on a ny amount not paid within 30 days. Any attorney fees or other costs incurred in collecting d elinquent charges shall be paid by the client.

Client will furnish rights-of-way to land as required for field visits and field operations, such as sampling or testing of water wells.

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METZ SURVEYING INC.
28422 CONSTELLATION RD, SUITE 118, SANTA CLARITA, CA
TEL: 661-388-2003 WWW.METZSURVEYING.COM

Effective January 1
st, 2024 through December 30th, 2024

PERSONNEL RATE (PER HOUR)
1 PERSON SURVEY CREW $175.00
2 PERSON SURVEY CREW $225.00
SURVEY TECHNICIAN $75.00
CADD DRAFTER $95.00
PROJECT SURVEYOR $115.00
SENIOR SURVEYOR $150.00

Travel time to project site bills at personnel rate.

Prevailing Wage Field Rates

PERSONNEL RATE (PER HOUR)
1 PERSON SURVEY CREW $225.00
2 PERSON SURVEY CREW $270.00

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11011 Via Frontera 858.576.0226
Suite C vaengineering.com
San Diego, CA 92127

V&A Consulting Engineers
Fee Schedule 2024 - 2026
Rates include Overhead & Profit
Position Hourly Rate
2024 2025 2026
Principal-in-Charge $333 $343 $353
Senior Project Manager $291 $300 $309
Project Manager $274 $282 $291
Senior Project Engineer $256 $264 $272
Project Engineer $228 $235 $242
Deputy Engineer $214 $220 $227
Associate Engineer $199 $205 $211
Graduate Engineer $166 $171 $176
CAD Designer $166 $171 $176
Corrosion Field Supervisor $166 $171 $176
Engineering Associate $154 $159 $163
Senior Technician $147 $151 $156
Technician $128 $132 $136
Project Administrator $102 $105 $108
Deposition/Court Appearance $598 $616 $634
Other Direct Costs
Subcontractor/Subconsultant, Lab Analysis: Cost + 10%
Travel (Air/Hotel/Per Diem/Car Rental), Printing, Shipping: @ Cost Auto/Truck Mileage: @ Federal Rate
Field Truck: $100/Day
Confined Space Entry Truck and Safety Equipment: $200/Day California Prevailing Wage Markup: Labor + 30%

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Fee 2024 www.verdantas.com Page 1 of 4
2024 PROFESSIONAL FEE SCHEDULE

GEOTECHNICAL LABORATORY TESTING

LABOR RATES
METHOD $/TEST

CLASSIFICATION & INDEX PROPERTIES
Photograph of sample................................................................................15 Moisture content (ASTM D2216) ................................................................ 25 Moisture & density (ASTM D2937) ring samples ........................................37 Moisture & density (ASTM D2937) Shelby tube or cutting ........................45 Atterberg limits 3 points (ASTM D4318): ..................................................160 - Single point, non-plastic.......................................................................90 - Atterberg limits (organic ASTM D2487 / D4318) .................................195 - Visual classification as non-plastic (ASTM D2488) ...............................15 Particle size: .................................................................................................... - Sieve only 1½ inch to #200 (AASHTO T27/ASTM C136/ASTM D6913/CTM 202) 155
- Large sieve 6 inch to #200 (AASHTO T27/ASTM C136/ASTM D6913/CTM 202) 195
- Hydrometer only (ASTM D7928) .........................................................120 - Sieve + hydrometer ≤3 inch sieve, (ASTM D7928) ..............................200 - Percent passing #200 sieve, wash only (ASTM D1140) ........................ 75 Specific gravity and absorption of fine aggregate
(AASHTO T84/ASTM C128/ASTM D854/CTM 207) ................................140 Specific gravity and absorption of coarse aggregate
(AASHTO T85/ASTM C127/CTM 206) ....................................................110 - Total porosity - on Shelby tube sample (calculated) .........................180 - Total porosity - on other sample (calculated) ....................................165 Shrinkage limits wax method (ASTM D4943) ..........................................135 Pinhole dispersion (ASTM D4647) ............................................................225 Dispersive characteristics (double hydrometer ASTM D4221) ...............215 As-received moisture & density (chunk/carved samples) ........................65 Sand Equivalent (AASHTO T176/ASTM D2419/CTM 217) ........................115

SHEAR STRENGTH
Pocket penetrometer .................................................................................20 Direct shear (ASTM D3080, mod., 3 points):

Consolidated undrained - 0.05 inch/min (CU) ........................................ 320 Consolidated drained - <0.05 inch/min (CD) ...........................................385 Residual shear EM 1110-2-1906-IXA (price per each additional pass after shear) ..............................................................................................55 Remolding or hand trimming of specimens (3 points) .............................95 Oriented or block hand trimming (per hour) ............................................70 Single point shear .................................................................................... 115 Torsional shear (ASTM D6467 / ASTM D7608) ..........................................880 METHOD $/TEST

COMPACTION & PAVEMENT SUBGRADE TESTS
Standard Proctor compaction, 4 points (ASTM D698)
- 4 inch diameter mold (Methods A & B) ...............................................170 - 6 inch diameter mold (Method C) .......................................................230 Modified Proctor compaction 4 points (ASTM D1557):
- 4 inch diameter mold Methods A & B .................................................235 - 6 inch diameter mold Method C .........................................................265 Check point (per point) ..............................................................................70 Relative compaction of untreated/treated soils/aggregates (CTM 216) 270 Relative density 0.1 ft mold (ASTM D4253, D4254) ................................. 250 California Bearing Ratio (ASTM D1883)
- 3 point ..................................................................................................535 - 1 point ..................................................................................................200 R-Value untreated soils/aggregates (AASHTO T190/ASTM D2844/CTM 301) ....................................................................................................... 335 R-Value lime or cement treated soils/aggregates (AASHTO T190/ ASTM D2844/CTM 301) .........................................................................365

SOIL CHEMISTRY & CORROSIVITY
pH Method A (ASTM D4972 or CTM 643) ....................................................50 Electrical resistivity – single point – as received moisture .......................50 Minimum resistivity 3 moisture content points (ASTM G187/CTM 643) ...95 pH + minimum resistivity (CTM 643) ........................................................140 Sulfate content - gravimetric (CTM 417 B Part 2) ......................................75 Sulfate content - by ion chromatograph (CTM 417 Part 2) .......................85 Sulfate screen (Hach®) ............................................................................... 35 Chloride content (AASHTO T291/CTM 422) ...............................................75 Chloride content – by ion chromatograph (AASHTO T291/CTM 422) ...... 85 Corrosion suite: minimum resistivity, sulfate, chloride, pH (CTM 643) ..285 Organic matter content (ASTM D2974) ......................................................70

CONSOLIDATION & EXPANSION/SWELL TESTS
Consolidation (ASTM D2435): ..................................................................210 Each additional time curve ........................................................................50 Each additional load/unload w/o time reading ........................................45 Expansion Index (ASTM D4829) ............................................................... 140 Single load swell/collapse - Method B (ASTM D4546-B, seat, load & inundate only)......................................................................................... 115 Swell collapse Method A up to 10 load/unloads w/o time curves (ASTM D4546-A) ....................................................................................310 CLASSIFICATION $/HR
Technician I ...............................................................................................105 Technician II / Special Inspector ..............................................................115 Senior Technician / Senior Special Inspector .........................................135 Prevailing Wage (field soils / materials tester) * ..................................... 180 Prevailing Wage (Special Inspector) * ..................................................... 185 Prevailing Wage (On site Source Inspector, NDT and soil remediation O&M)* ....................................................................................................190 System Operation & Maintenance (O&M) Specialist ...............................175 Non Destructive Testing (NDT) .................................................................185 Deputy Inspector ......................................................................................135 Field / Laboratory Supervisor ..................................................................175 Source Inspector ...................................................................................... 160 City of Los Angeles Deputy Building (including Grading) Inspector ......185 * See Prevailing Wages in Terms and Conditions
CLASSIFICATION $/HR
Project Administrator/Word Processor/Dispatcher ..................................95 Information Specialist ..............................................................................135 CAD Operator ............................................................................................160 GIS Specialist ............................................................................................160 GIS Analyst ...............................................................................................190 Staff Engineer / Geologist / Scientist .......................................................180 Senior Staff Engineer / Geologist / Scientist / ASMR ...............................195 Operations / Laboratory Manager ...........................................................215 Project Engineer / Geologist / Scientist ...................................................225 Senior Project Engineer / Geologist / Scientist / SMR .............................250 Associate ...................................................................................................275 Principal ....................................................................................................310 Senior Principal ........................................................................................365

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FEE SCHEDULE

CONSTRUCTION MATERIALS LABORATORY TESTING
METHOD $/TEST

TRIAXIAL TESTS
Unconfined compression strength of cohesive soil (with stress/strain plot, ASTM D2166) ................................................................................145 Unconsolidated undrained triaxial compression test on cohesive soils (UU, ASTM D2850, USACE Q test, per confining stress) .......................185 Consolidated undrained triaxial compression test for cohesive soils, (CU, ASTM D4767, USACE R-bar test) with back pressure saturation & pore water pressure measurement (per confining stress) .................400 Consolidated drained triaxial compression test (CD, USACE S), with volume change measurement. Price per soil type below EM 1110-2- 1906(X):

Sand or silty sand soils (per confining stress) .....................................400 Silt or clayey sand soils (per confining stress) ....................................535 Clay soils (per confining stress) ...........................................................755 Three-stage triaxial (sand or silty sand soils)...................................... 700 Three-stage triaxial (silt or clayey sand soils) .....................................935 Three-stage triaxial (clay soils) .........................................................1,320 Remolding of test specimens ................................................................ 70 METHOD $/TEST

HYDRAULIC CONDUCTIVITY TESTS
Triaxial permeability in flexible-wall permeameter with backpressure saturation at one effective stress
(EPA 9100/ASTM D5084, falling head Method C): ................................335 Each additional effective stress ...............................................................130 Hand trimming of soil samples for horizontal K .......................................65 Remolding of test specimens .................................................................... 70 Permeability of granular soils (ASTM D2434) ..........................................145 Soil suction (filter paper method, ASTM D5298) .....................................430

SOIL-CEMENT
Moisture-density curve for soil-cement mixtures (ASTM D558) .............260 Wet-dry durability of soil-cement mixtures (ASTM D559) ¹ .................1,290 Compressive strength of molded soil-cement cylinder (ASTM D1633)¹ ..65 Soil-cement remolded specimen (for shear strength, consolidation, etc.) ¹ .....................................................................................................250 ¹ Compaction (ASTM D558 maximum density) should also be performed – not included in above price
METHOD $/TEST

CONCRETE STRENGTH CHARACTERISTICS
Concrete cylinders compression (ASTM C39) (6” x 12” and 4” x 8”) ........40 Compression, concrete or masonry cores (testing only) ≤6 inch (ASTM C42) ..............................................................................................45 Trimming concrete cores (per core) ......................................................... 25 Flexural strength of concrete (simple beam-3rd pt. loading, ASTM C78/CTM 523) ..........................................................................................90 Flexural strength of concrete (simple beam-center pt. loading, ASTM C293/CTM 523) .........................................................................................90 Non shrink grout cubes (2 inch, ASTM C109/C1107) .................................30 Drying shrinkage - four readings, up to 90 days, 3 bars (ASTM C157) ....430 Length of concrete cores (CTM 531) .......................................................... 45

HOT MIX ASPHAL T (HMA)
Resistance of compacted HMA to moisture-induced damage
(AASHTO T283/CTM 371) ...................................................................2,250 Hamburg Wheel, 4 briquettes (modified) (AASHTO T324) ..................... 965 Superpave gyratory compaction (AASHTO T312/ASTM D6925) ............. 375 Extraction by ignition oven, percent asphalt
(AASHTO T308/ASTM D6307/CTM 382) ................................................160 Ignition oven correction/correlation values
(AASHTO T308/ASTM D6307/CTM 382) .............................................1,445 Extraction by centrifuge, percent asphalt (ASTM D2172) .......................160 Gradation of extracted aggregate (AASHTO T30/ASTM D5444/CTM 202) 145 Stabilometer, S-Value (ASTM D1560/CTM 366) ....................................... 285 Bituminous mixture preparation (AASHTO R30/CTM 304) .......................85 Moisture content of HMA (AASHTO T329/ASTM D6037/CTM 370) ............ 65 Bulk specific gravity of compacted HMA, molded specimen or cores, uncoated (AASHTO T166/ASTM D2726/CTM 308).................................. 55 Bulk specific gravity of compacted HMA, molded specimen or cores, paraffin-coated (AASHTO T275/ASTM D1188/CTM 308) ........................ 60 Maximum density - Hveem (CTM 308) .....................................................215 Theoretical maximum density and specific gravity of HMA (AASHTO T209/ASTM D2041/CTM 309) ................................................................140 Thickness or height of compacted bituminous paving mixture specimens (ASTM D3549) .......................................................................45 Wet track abrasion of slurry seal (ASTM D3910) ..................................... 160 Rubberized asphalt (add to above rates) .............................................+25% BRICK
Compression - cost for each, 5 required (ASTM C67) ................................55 Absorption - cost for each, 5 required (ASTM C67) ................................... 55 METHOD $/TEST

AGGREGATE PROPERTIES
Bulk density and voids in aggregates (AASHTO T19/ASTM C29/ CTM 212) 55 Organic impurities in fine aggregate sand (AASHTO T21/ASTM C40/ CTM 213) .................................................................................................65 LA Rattler-smaller coarse aggregate <1.5” (AASHTO T96/ASTM C131/ CTM 211) ........................................................................................................215 LA Rattler-larger coarse aggregate 1-3” (AASHTO T96/ASTM C535/CTM 211) ....................................................................................................... 270 Apparent specific gravity of fine aggregate (AASHTO T84/ASTM C128/ CTM 208) .................................................................................................140 Specific gravity and absorption of coarse aggregate (ASTM C127/CTM 206) >#4 retained ..................................................................................110 Clay lumps, friable particles (AASHTO T112/ASTM C142)....................... 190 Durability Index (AASHTO T210/ASTM D3744/CTM 229) .........................215 Moisture content of aggregates by oven drying
(AASHTO T255/ASTM C566/CTM 226) ....................................................45 Uncompacted void content of fine aggregate
(AASHTO T304/ ASTM C1252/ CTM 234) .............................................. 140 Percent of crushed particles (AASHTO T335/ASTM D5821/CTM 205) .....145 Flat & elongated particles in coarse aggregate (ASTM D4791/CTM 235) 230 Cleanness value of coarse aggregate (CTM 227) .....................................225 Soundness, magnesium (AASHTO T104/ASTM C88/CTM 214) ............... 240 Soundness, sodium (AASHTO T104/ASTM C88/CTM 214) .......................695

MASONRY
Mortar cylinders 2” x 4” (ASTM C780) ........................................................35 Grout prisms 3” x 6” (ASTM C1019) ............................................................35 Masonry cores compression, ≤6” diameter - testing only (ASTM C42)..... 45 Masonry core shear testing (Title 24) ........................................................85 Veneer bond strength, cost for each - 5 required (ASTM C482) ................60 CMU compression to size 8” x 8” x 16” - 3 required (ASTM C140) .............60 CMU moisture content, absorption & unit weight - 6 required (ASTM C140) .......................................................................................................55 CMU linear drying shrinkage (ASTM C426) ..............................................190 CMU grouted prisms compression test ≤8” x 8” x 16” (ASTM C1314) .....215 CMU grouted prisms compression test > 8” x 8” x 16”(ASTM C1314) .....270

BEARING PADS/PLATES AND JOINT SEAL
Elastomeric bearing pads (Caltrans SS 51-3) .......................................1,060 Elastomeric bearing pad with hardness and compression tests (Caltrans SS 51-3) ..............................................................................1,315 Type A Joint Seals (Caltrans SS 51-2) ...................................................1,735 Fee 2024 www.verdantas.com Page 2 of 4

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EQUIPMENT LIST
METHOD $/TEST
Type B Joint Seals (Caltrans SS 51-2) ...................................................1,640 Bearing plates (A536) ...............................................................................770

REINFORCING STEEL AND PRESTRESSING STRANDS
Rebar tensile test, ≤ up to No. 11 (ASTM A370).......................................... 70 Rebar tensile test, ≥ No. 14 & over (ASTM A370)...................................... 215 Rebar bend test, up to No. 11 (ASTM A370) ...............................................70 Rebar bend test, ≥ No. 14 & over (ASTM A370) ........................................215 Resistance butt-welded hoops/bars, tensile test, ≤ up to No. 10 (CTM 670) ......................................................................................................... 70 Resistance butt-welded hoops/bars, tensile test, ≥ No. 11 & over (CTM 670).....................................................................................................90 Mechanical rebar splice, tensile test, ≤ up to No. 11 (CTM 670) ............... 70 Mechanical rebar splice, slip test, ≤ up to No. 11 (CTM 670) .....................45 Mechanical rebar splice, tensile test, ≥ No. 14 & over (CTM 670) ........... 215 Mechanical rebar splice, slip test, ≥ No. 14 & over (CTM 670) .................215 Headed rebar splice, tensile test, ≤ up to No. 11 (CTM 670) ..................... 70 Headed rebar splice, tensile test, ≥ No. 14 & over (CTM 670) ................. 215 Epoxy coated rebar/dowel film thickness (coating) test (ASTM A775/ A934) .......................................................................................................50 Epoxy coated rebar/dowel continuity (Holiday) test
(ASTM A775/A934) ...................................................................................70 Epoxy coated rebar flexibility/bend test, up to No. 11
(ASTM A775/A934) ....................................................................................50 Prestressing wire, tension (ASTM A416) ..................................................190 Sample preparation (cutting) ...................................................................55 METHOD $/TEST

STREET LIGHTS/SIGNALS
LED Luminaires / Signal Modules / Countdown Pedestrian Signal Face Modules (Caltrans RSS 86) ................................................................1,390

SPRAY APPLIED FIREPROOFING
Unit weight (density, ASTM E605) ..............................................................65

FASTENERS / BOL TS / RODS
F3125 GR A307, A325 Bolts, tensile test, ≤ up to 1-1/4” diameter, plain (ASTM A370) ............................................................................................70 F3125 GR A307, A325 Bolts, tensile test, ≤ up to 1-1/4” diameter, galvanized (ASTM A370) .........................................................................80 A490 Bolts, tensile test, ≤ up to 1-1/4” diameter, plain (ASTM A370) .......70 A490 Bolts, tensile test, ≤ up to 1-1/4” diameter, galvanized (ASTM A370) ................................................................................................80 A593 Bolts, tensile test, ≤ up to 1-1/4” diameter, stainless steel (ASTM A370) ........................................................................................................70 F1554 Bolts, tensile test, ≤ up to 1-1/4” diameter, plain (ASTM A370) ...110 F1554 Bolts, tensile test, ≤ up to 1-1/4” diameter, galvanized ( ASTM A370) ..........................................................................................130

SAMPLE TRANSPORT
Pick-up and delivery (weekdays, per trip,
<50 mile radius from our office) .......................................................110 ITEM $ UNIT
1/4 inch Grab plates ............................................................................ 5 each 1/4 inch Tubing (bonded) .............................................................. 0.60 foot 1/4 inch Tubing (single) ..................................................................0.40 foot 3/8 inch Tubing, clear vinyl ........................................................... 0.60 foot 4-Gas meter (RKI Eagle or similar)/GEM 2000 ................................ 140 day Air flow meter and purge pump (200 cc/min) .................................. 55 day Box of 24 soil drive-sample rings ....................................................130 box Brass sample tubes ........................................................................... 11 each Caution tape (1000-foot roll) ............................................................ 22 each Combination lock or padlock ........................................................... 15 each Compressed air tank and regulator ..................................................55 day Concrete coring machine (≤6-inch-dia) ..........................................160 day Consumables (gloves, rope, soap, tape, etc.) .................................. 40 day Core sample boxes ............................................................................ 30 each Crack monitor Two-Dimensional...................................................... 30 each Crack monitor Thee-Dimensional .................................................... 40 each Cutoff saws, reciprocating, electric (Sawzall®) ................................ 80 day D-Meter Walking Floor Profiler ....................................................... 110 day Disposable bailers ............................................................................. 25 each Disposable bladders ......................................................................... 20 each Dissolved oxygen meter .................................................................... 50 day DOT 55-gallon containment drum with lid ...................................... 85 drum Double-ring infiltrometer ................................................................135 day Dual-stage interface probe ............................................................... 85 day Dynamic Cone Penetrometer ......................................................... 430 day Generator, portable gasoline fueled, 3,500 watts ............................ 90 day Global Positioning System/Laser Range Finder ...............................80 day Hand auger set .................................................................................. 90 day HDPE safety fence (≤100 feet) ........................................................... 40 roll Horiba U-51 water quality meter .................................................... 135 day Light tower (towable vertical mast) ............................................... 150 day Magnehelic gauge ............................................................................. 15 day Manometer ........................................................................................ 25 day Mileage (will adjust with IRS published rate) ................................ 0.67 mile ITEM $ UNIT
Moisture test kit (excludes labor to perform test, ASTM E1907) ..... 65 test Nuclear moisture and density gauge ...............................................88 day Electrical moisture and density gauge ............................................ 88 Day Pachometer ....................................................................................... 50 day Particulate Monitor ......................................................................... 135 day pH/Conductivity/Temperature meter .............................................. 60 day Photo-Ionization Detector (PID) ..................................................... 130 day Pump, Typhoon 2 or 4 stage ............................................................. 55 day QED bladder pump w/QED control box ..........................................175 day Quire fee – Phase I only ...................................................................250 each Resistivity field meter and pins ...................................................... 200 day Slip / threaded cap, 2-inch or 4-inch diameter, PVC Schedule 40 ...20 each Slope inclinometer ..........................................................................250 day Soil sampling T-handle (Encore)....................................................... 10 day Soil sampling tripod ..........................................................................40 day Speedy (R) moisture tester ............................................................... 10 day Stainless steel bailer.......................................................................... 60 day Submersible pump with controller ................................................ 180 day Submersible pump/transfer pump, 10-25 gpm ............................... 65 day Support service truck usage (well installation, etc.) ..................... 250 day Survey/fence stakes .......................................................................... 10 each Tedlar® bags ...................................................................................... 25 each Traffic cones (≤25)/barricades (single lane) ..................................... 55 day Turbidity meter .................................................................................80 day Tyvek® suit (each) .............................................................................. 25 each Vapor sampling box........................................................................... 65 day Vehicle usage (carrying equipment)................................................. 20 hour VelociCalc .......................................................................................... 40 day Visqueen (20 x 100 feet) .................................................................. 130 roll Water level indicator (electronic well sounder) <300 feet deep well 100 day ZIPLEVEL®........................................................................................... 40 day Other specialized geotechnical and environmental testing and monitoring equipment are available, and priced per site Fee 2024 www.verdantas.com Page 3 of 4

FEE SCHEDULE

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TERMS AND CONDITIONS
 Expiration: This fee schedule is effective through
December 31, 2024 after which non-prevailing wage rates for remaining or additional services will increase by 4% on January 1st of each year.
 Proposal Expiration: Proposals are valid for at least 30 days, subject to change after 30 days; unless otherwise stated in an attached proposal.
 Prevailing Wages: Our fees for prevailing wage work are based upon California prevailing wage laws and wage
determinations. Unless specifically indicated in our
proposal, costs for apprentice are not included. If we are required to have an apprentice on your project, additional fees will be charged. Prevailing wage rates will increase by $8 on July 1st of each year.
 Overtime: Standard overtime rate is per California Labor Law and is billed at 1.5 or 2 times their hourly billing rate.

Overtime rate for non-exempt field personnel working
on a Verdantas observed holiday is billed at 2 times their hourly billing rate. Overtime rate for Prevailing wage work is per the California Department of Industrial Relations (DIR) determination and is multiplied at 1.5 to 2 times their hourly billing rate for overtime and double-time, respectively.
 Expert Witness Time: Expert witness deposition and
testimony will be charged at 2 times hourly rates listed on the previous pages, with a minimum charge of four hours per day.
 Minimum Field Hourly Charges: For Field Technicians,
Special Inspectors or any on-site (field) materials testing services:
4 hours: 4-hour minimum charge up to the first four
hours of work.
8 hours: 8-hour minimum charge for over four hours
of work, up to eight hours.
 Project time accrued includes portal to portal
travel time.
 Insurance & Limitation of Liability: These rates are predicated on standard insurance coverage and a limit
of Verdantas’ liability equal to our total fees for a given project.
 Outside Direct Costs: Heavy equipment, subcontractor fees and expenses, project-specific permits and/or
licenses, project-specific supplemental insurance, travel, subsistence, project-specific parking charges, shipping, reproduction, and other reimbursable expenses will be
invoiced at cost plus 20%, unless billed directly to and paid by client.
 Invoicing: Invoices are rendered monthly, payable
upon receipt in United States dollars. A service charge of 1½-percent per month will be charged for late payment.
 Client Disclosures: Client agrees to provide all
information in Client’s possession about actual or
possible presence of buried utilities and hazardous
materials on the project site, prior to fieldwork, and
agrees to reimburse Verdantas for all costs related to
unanticipated discovery of utilities and/or hazardous
materials. Client is also responsible for providing safe and legal access to the project site for all Verdantas field personnel.
 Earth Material Samples: Quoted testing unit rates are for soil and/or rock (earth) samples free of hazardous
materials. Additional costs will accrue beyond these
standard testing unit rates for handling, testing and/
or disposing of soil and/or rock containing hazardous
materials. Hazardous materials will be returned to the site or the site owner’s designated representative at
additional cost not included in listed unit rates. Standard turn-around time for geotechnical-laboratory test results is 10 working days. Samples will be stored for 2 months following completion of assigned tests, after which they will be discarded. Prior documented notification is
required if samples need to be stored for a longer time. A monthly storage fee of $15 per bag and $6 per sleeve or tube will be applied. Quoted unit rates are only for earth materials sampled in California. There may be additional cost for handling imported samples.
 Construction Material Samples: After all designated
breaks for a given sample set meet specified compressive at design age or other client-designated strength, all
“hold” cylinders or specimens will be automatically
disposed of, unless specified in writing prior to the 28- day break. Unless specifically requested otherwise, all other construction materials will be disposed of after
completion of testing and reporting.

Fee 2024 www.verdantas.com Page 4 of 4

FEE SCHEDULE

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AGREEMENT WITH WATER WORKS ENGINEERS, LLC TO PROVIDE

ON-CALL WATER RESOURCES ENGINEERING SERVICES
THIS AGREEMENT is made and entered into on this 18TH day of February, 2025 by and between Water Works Engineers, LLC, an Arizona limited liability company (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On June 25, 2024, the City issued Request for Proposals No. 24 -083, by which it sought Consultants to provide on-call water resources engineering services on behalf of the City of Santa Ana’s Public Works Agency.

B. Consultant submitted a res ponsive proposal that was among those selected by the City.

Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 24 -083 and attached as Exhibit A .

Consultant’s proposal shall be incorporated by reference as though fully att ached here to this Agreement.

C. Consultant was selected as one of nine (9) vendors which qualified for this engagement.

Only those consultants approved by the City Council on February 18, 2025 shall be eligible to be engaged by the City for these services.

D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an on-call basis, and the City’s sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of nine (9) consultants selected under RFP 24-083. The total compensation for these services provided by all such consultants selected under RFP 24 -083 shall not exceed the shared aggregate amount of Two Million Dollars ($2,000,000) during the term of the Agreement, EXHIBIT 9

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including any extension periods.

b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments direct ly into Consultant’s account(s) with financial institutions.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM

This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2) one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earli er in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR

Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in whi ch Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS

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”). Consultant shall require all subcontractors to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the sub contractor 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 provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Da ta at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

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6. INSURANCE

Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant.

MINIMUM SCOPE AND LIMIT OF INSURANCE

1. Commercial General Liability (CGL) : Insur ance Services Office Form CG 00 01covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggrega te. Required policy limits can be met with primary and umbrella/excess insurance policies.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event C onsultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance.

4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.

If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:

1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant’s CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, eq uipment, and personnel furnished in connection with such work or operations.

2. Consultant’s Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid

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under the terms of any policy which arise from work performed by Consultant under this Agreement.

3. For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its of ficers, officials, employees, agents, or volunteers shall not contribute with it.

4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City.

Ten (10) days prior written notice shall be provided to City for policy cancellation or non- renewal due to non-payment of premium.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza (M -21), Santa Ana, CA 92701.

The name and location of project must be included in the Description of Operations section of each certificate.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.

Verification of Coverage
Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant’s obligation to provide them.

City reserves the right to require complete, ce rtified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

7. INDEMNIFICATION

Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, whic h may arise from the

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negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including cost s, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential

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information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE

Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION

Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT

This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT

Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City.

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15. TERMINATION

This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER

No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE

This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both p arties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES

Consultant shall, throughout the term of t his Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. NOTICE

Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

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To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
With courtesy copies to:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonab le costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[signature page to follow]
Water Works Engineers, LLC
Attn: Andrew Borgic, Project Manager
21515 Hawthorne Blvd., Ste. 590
Torrance, CA 90503

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO WATER WORKS ENGINEERS, LLC
City Attorney
By:

Kyle Nellesen
Assistant City Attorney (title)
Tax ID#
RECOMMENDED FOR APPROVAL:

Nabil Saba, P.E.

Executive Director
Public Works Agency
Michael J. Fisher, PE
Sr. Technical Lead / Managing Member

Nabil Saba
Digitally signed by Nabil
Saba
Date: 2025.01.29
13:38:58 -08'00'

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EXHIBIT A

SCOPE OF SERVICES

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IBIT I - 1
Contractor/Consultant shall perform services as set forth below.

INTRODUCTION/

BACKGROUND
The City of Santa Ana intends (City) to select several qualified firms to provide professional services for a variety of projects and program s on an as-needed or “on-call” basis. Each firm selected will enter into a Professional Services Agreement to provide such services. Throughout the term of the Professional Services Agreement, the City may request task order proposals for individual projects and/or programs as the need for such services arises. The task order proposal fee shall be based on the hourly rates provided by the firm in response to this RFP.

If a task order proposal is selected, a Notice-to-Proceed will be issued based on an agreed-upon specific scope of services and fee for that task order. The firm may utilize in-house staff and/or sub-consultants to complete each task order. For specialized work for which the prime consultant shall require a sub-consultant , the prime consultant shall serve as an administrative liaison between the City a nd the sub-consultant, and include these administrative costs in their proposed project management fees.

Prime consultant mark-ups for sub-consultant work will not be allowed.

SCOPE OF SERVICES
Provide professional engineerin g services for planning, desi gn, and construction support for domestic water, recycled water, sanitary sewer, storm sewer, and related facility projects.

In general, each task order shal l include, at minimum, th e following project management services:
 Project Schedule
Create schedules with the critical milestones for the major tasks involved in a project.

Update the schedule monthly, or more often, as required by the Cit y. Schedules shall be
submitted in PDF format unless other format i
s requested by the City.
 Meetings
Attend meetings and/or job walks, as r equested by the City. Prepare meeting agendas and meeting minutes.

EXHIBIT I

SCOPE OF SERVICES

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 Monthly Project Status Report
Prepare Monthly Project Status Reports that show an accurate accountability of work effort rendered and a continuous appraising and monitoring of both work progress and financial conditions on a project.

The fee for project management services, including time and related expenses, shall be included in each task order proposal.

Firms may propose on any category listed below (1-5). The services to be performed may include, but shall not be limited to, the following:

1. PLANNING, RESO URCES, AND DESIGN
Provide water engineering services to conduct water capital improvement projects, which may involve one or multiple disciplines, incl uding planning studies, hydraulic modeling, feasibility studies, design of pipelines, wells, pump stations, pressure regulating stations, reservoirs, water quality and water treat ment, waste and recycled water quality and treatment, hydrogeology, engineering support during construction, and encompassing associated services such as Architecture, Structural, Civil, Mec hanical, HVAC, Landscape Architecture, Geotechnical, Environmental, Electrical, Instrumentation, and Control. a. Planning Studies and Feasibility Studies
Provide engineering, financial, and planning se rvices to perform pipeline alignment and facility siting studies, water system planning studies, recycled water system planning and feasibility studies, water demand and supply studies, rate studies, asset management, and other studies that may be required in water system planning. Provide consulting services related to water resources and c onservation. Studies may include water supply assessments, water supply verifications , urban water management plans, water use surveys and others studies that may be required for water resources and conservation programs
b. Hydraulic Modeling
Perform Water System Master Planning in cluding Comprehensive Studies, Hydraulic Analysis, Transient Analysis, Fire Flow Analysis, and Flow Optimization. c. Condition Assessment
Provide comprehensive condition assessment of the City’s water system, including seismic, structural, security and vulnerability. Assessment of the structural integrity of the pipe shall include identifying leaks, pipe damage, pipe defect, loss of pipe wall thickness due to corrosion or erosion, etc., along the length of the pipe. Provide reports and memorandums with maps and exhibits as required to detail results of the study including likelihood of failure, risk and consequence of failure. Reports and/or technical memorandums shall also include detailed explanation of data collected and used for the study, any assumptions made as well as recommendations for short-term and long-term risk mitigation strategies.

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IBIT I - 3
d. Design Services
Provide consulting services for the design of water facilities, including water wells, pump stations, pressure regulating stations, re servoirs, water quality and treatment, water mains, recycled water supply and distribution facilities, associated appurtenances, as well as other related components of the facilities such as buildings , landscape, grading,
drainage, etc. for a complete and operative project.
e. Other Related Services
Provide other related services including, but not limited to, the following:
i. Architecture
Provide consulting services for architectural design, architectural renderings, line-
of-sight analyses, building sections, code interpretation iss ues and other architectural related issue.
ii. Structural
Provide consulting s
ervices for structural investigations of the City’s ex isting facilities, seismic analysis, miscellaneous
structural calculations, and design on
the City’s existing and proposed systems and structures. iii. Civil
Provide consulting services for general engineering services as required for the project. Scope of work may include but is not limited to site design, street improvements, grading, dr ainage, preparation of Water Quality Management, Erosion Control, and Stormw
ater Poll ution Prevention Plans, and related
calculations and reports as necessary.
iv. Mechanical, HVAC
Provide consultation, engineering, and design services on modification, upgrade, and replac
ement of existing mechanical and HVAC systems, including piping, plumbing, support systems, controls, code interpretation, and related calculations as necessary.
v. Landscape Architecture
Provide consulting ser
vices for landscape architecture design, including landscape planting plans, renderings and views of proposed landscape plantings, and landscape installation inspection servic es. Provide consultation for irri gation system design and inspection.

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vi. Geotechnical Engineering Services
Conduct geotechnical investigations, incl uding field explorations and tests, laboratory tests, and seismic investigations, to assess the general conditions of a project site area and prepare geotechnical reports of final design and construction recommendations. Field explorations may r equire drilling plans and classification of underlying soils and must be done un der the supervision of a licensed geotechnical engineer or regi stered geologist. Investigations may include slope stability analysis of reservoir embankm ents, foundations, retaining walls, and dams and earthen dam monitoring and inspec tion to comply with California Department of Water Resources, Division of Safety of Dams (DSOD) and other City requirements. Provide seismic hazard analyses and site-specific seismic criteria, as needed, for project design.
vii. Hydrogeology
Provide consulting services on groundwat er issues related to and including rehabilitation of existing potable water production wells, siting and design of new potable water production wells, destruction of inactive wells, evaluation of contamination plumes, and groundwater modeling. Evaluate the hydrogeology of proposed potable water production well si tes and investigate proposed wells.

Determine design parameters and requirem ents necessary to drill, operate, and maintain proposed wells; proposed well co nstruction (casing diameter, locations of perforated intervals); and proposed oper ation of wells. Prepare Drinking Water Source Assessment and Protection (DW SAP) plans for proposed potable water production wells.

Provide inspection, hydrogeologic anal ysis and recommendations during new potable water production well drilling and existing well destruction activities, including, but not limited to, on site consulting geologists, geological sampling and formation analysis, geophysical logging and interpretation, sieve analyses, final well construction recommendations, and qual ity assurance and assistance in achieving conformance with the construc tion specifications and applicable codes and standards.
viii. Environmental Compliance Services
Provide consulting services for the pr eparation of environmental documents and support studies to comply with California Environmental Quality Act (CEQA), which may include an Initial Study, Negative Declaration, Mitigated Negative Declaration, Addendum, or Environmental Impact Repor t, or Supplement or Subsequent EIR, National Environmental Policy Act (NEPA) when complying with federal grants, permit applications with support studi es, aesthetic simulations, and other environmental compliance tasks that may be needed.

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ix. Recycled Water Compliance
Provide assistance with compliance requirements for recycled water treatment and distribution system monitoring and reporting.
x. Electrical, Instrumentation & Control Services
Provide consultation, engineering, and design services on modification, upgrade, troubleshooting, restarting, adjusting control settings, and replacement of existing electrical systems, including motor contro l centers, motor starters, electrical panels, and instrumentation and control systems, including SCADA systems. xi. Engineering Support During Bidding and Construction Review and respond to RFI’s and review and approve shop drawings submitted by contractor for conformance with the contract documents. Review progress reports and payments as required. Prepare supplementary sketches and details, as required, to resolve field construction problems that may be encountered. Provide project inspection as needed. Provide assistance in ensuring regulatory compliance, as needed. Prepare the “as constructed” corrections to the original drawings and specifications . Attend meetings on behalf of the City and assist in Public Relations, as needed.
xii. Plan Check Services
Provide consulting services for plan c hecking improvement plans to determine compliance with applicable standards, guidelines, policies, rules, ordinances, and codes.

2. CONSTRUCTION MANAGEMENT
Provide construction management and inspection services during construction. The tasks of construction management and inspection shall include, but not be limited to:
a. Construction Management and Coor dination with Contractor Provide construction management and coordinate as needed for the project. Review and coordinate construction schedule and activitie s; conduct and attend meetings on behalf of the City. Provide permit compliance documentation, follow up, and support for all permits and clearances required on a project. The construction management team ma y also be asked to attend meetings and assist in maintaining public relations as needed.
b. Project Administration
Provide review of, recommend, and prepare change order(s) and/or extra work order(s) as needed on construction project. Coordi nate and process RFI’s and shop drawings submittals, and ensure construction conformanc e with the contract documents. Review and adjust progress pay estimates prepared and submitted by the contractor for conformance with the contract documents.

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c. Construction Inspection
Provide construction inspection by qualified inspectors and maintain daily inspection reports, construction progress reports, and proj ect logs, etc., of the progress of the construction work. Secure record drawing in formation from the construction contractor.

Provide start-up support for a Project, including final acc eptance testing, support, and final completion sign off. Prepare the Final Construction Report.

3. PIPELINE DESIGN
Provide consulting services for the design of water mains, transmission mains, siphons and associated appurtenances. Provi de preliminary and final design services including the preparation of plans, specifications, and cost estimates. Provide bidding assistance, construction support, and final as-builts as needed for projects.

4. ELECTRICAL, INSTRUMENTATION & CONTROL SERVICES
Provide consultation, engineering, and des ign services on modification, upgrade, troubleshooting, restarting, adjusting control se ttings, and replacement of existing electrical systems, including motor control centers, motor starters, electrical panels, and instrumentation and control systems, including SCADA systems components, instrumentation, communicati on system components, security cameras, door/gate access controls, information technology for SC ADA system and cybersecurity support for PLC/HMI/OIT software and custom applications for the City Water System.

5. GEOTECHNICAL ENGINEERING SERVICES
Conduct geotechnical investigations, including fiel d explorations and tests, laboratory tests, and seismic investigations, to assess the general conditions of a project site area and prepare geotechnical reports of final design and constr uction recommendations. Field explorations may require drilling plans and classification of underlying soils and must be done under the supervision of a licensed geotechnical engineer or registered geologist. Investigations may include slope stability analysis of reservoir embankments, f oundations, retaining walls, and dams and earthen dam monitoring and inspection to comply with California Department of Water Resources, Division of Safety of Dams (DSOD) and other City requirements. Provide seismic hazard analyses and site-specific seismic criteria, as needed, for project design.

Proposals shall explicitly state which category listed above (1-5) is being proposing on. If there are any exceptions to the core of requested services above, proposers shall list said exceptions in their proposal (matrix form).

GENERAL REQUIREMENTS AND PROJECT DELIVERABLES
The Consultant’s services for plans specifications and estimates (PS&E) for engineering projects and special studies/investigations shall be in conformance, if applicable, with the following: Title 24 of the California Code of Regulations (California Building Standards Code), American Water

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IBIT I - 7
Works Association, California Department of Transportation, Americans with Disabilities Act, City of Santa Ana Municipal Code (SAMC), professional Standards established by the City, and any other federal, state, or local guidelines required in the project.

As part of the PS&E package, the Consultant shal l prepare the special provisions pertaining to the items of work included in the plans that are not addressed on the latest editions of the applicable standards.

The Consultant shall have complete responsibi lity for the accuracy and completeness of all documents and plans prepared. The plans will be reviewed by the City of Santa Ana for conformity with the requirements of the Agreement. Reviews by the City of Santa Ana DO NOT include detailed review or checking of design for the accuracy with which such designs are depicted in the documents and the plans. T he documents and plans furnished under the Agreement shall be of a quality acceptable to the City of Santa Ana. The criteria for acceptance shall be a product of neat appear ance, well organized, technically and grammatically correct, checked and dated, and having the maker and checker identified.

The Consultant shall have project management c ontrol procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following:
 Project Management Plan- the consultant shall provide a detail management plan including information and coordination wit
h other agencies to ensure compliance and
completion
of the (PS&E) packages. This plan shall include all milestones and task breakdown for each of the tasks and subtasks included therein. The project management shall be submitted to the Project Manager for review and within 15 calendar days of the issued Notice to Proceed
 Deliverables
 Quality
Control/Quality Assurance (QA/QC) Plan
 Project Schedule/Invoicing
 Project Correspondence
In case of conflict, ambiguities, discrepancies, errors, or omissions , the consultant shall submit
the matter to the City for clarification.

CITY RESPONSIBILITIES
The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein.
 Furnish scope of work and provide general direction as needed for the assigned project  All plan check coordination within the City

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 Advertise, award, and adminis ter of construction contract  Electronic files (sample plans & specificat ions, City of Santa Ana’s CADD Standards)  Electronic files for title sheets and sheet borders
 Facilitate meeting space and coordination and City facilities

FEE PROPOSAL
In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows:

The fee proposal shall include the firm’s standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein.

A more detailed scope of work will be provided when/if a Task Order proposal is requested of a consultant. All tasks orders shall include the staff title, hours, hourly rate and totals as related to the project.

OTHER TERMS AND CONDITIONS

1. The project will be implemented in compliance with the City of Santa Ana’s policies, as well as Prevailing Wages and State/Federal Requirements.

2. The City regards the inclusion of Califo rnia based designs, engineering, and construction professionals, facilities, and services as par t of the Team to be hi ghly desirable, but not mandatory.

3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission.

4. All reports, proposals, or other data or ma terials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals.

5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project.

6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises.

All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a “Certification of Non- Discrimination by Contractors” for each firm on their team.

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EXHIBIT B

COMPENSATION
Fee Proposal including hourly rates if applicable

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P r o p o s a l N o . 2 4 - 0 8 3
O n - C a l l W a t e r R e s o u r c e s
E n g i n e e r i n g S e r v i c e s
Water Works Engineers, LLC · 21515 Hawthorne Blvd., Suite 590, Torrance, CA 90503 Telephone 310 750-7921- www.wwengineers.com
Michael J. Fisher, PE
Sr. Technical Lead/Managing Member
(PRINCIPAL IN CHARGE & AUTHORIZED SIGNATOR)
July 23, 2024
Robert Aguirre, PE
City of Santa Ana -Public Works Agency
220 S. Daisy Ave., M-85
Santa Ana, CA 92703
RE: Rate Sheet for On-Call Water Resources Engineering Services Water Works Engineers is pleased to submit the enclosed rate schedules to provide On-Call Water Resources Engineering Services for the City of Santa Ana. As requested, we have enclosed one (1) copy of our rate sheet.

If you have any questions regarding this proposal, please contact Andrew Borgic at (310) 750-7921 or [email protected].

Very Truly Yours
,
Andrew Borgic, PE
Project Manager
(PROPOSAL CONTACT)

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2 024 Rate Sheet
Water Works Engineers, LLC
Classification Title Hourly Rate
AA1 Administrative 83.00
AA2 Senior Administrative 117.00
E0 Jr Engineer / Jr Field Engineer 117.00
E1 Staff Engineer 147.00
E1A Staff Engineer II 165.00
E2 Associate Engineer 180.00
E2A Associate Engineer II 191.00
E3 Project Engineer 203.00
E3A Project Engineer II 217.00
E4 Senior Project Engineer 235.00
E4A Senior Project Engineer II 253.00
E5 Principal Engineer 272.00
E5A Principal Engineer II 293.00
I1 Field Inspector 158.00
I2 Senior Inspector 177.00
I3 Supervising Inspector 197.00
T1 Drafter/Jr. Technician 100.00
T2 Designer/Sr. Technician 134.00
T3 Senior Designer 163.00

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Public Works Agency
www.santa-ana.org/pw
Item # 15
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
February 18, 2025
TOPIC: First Street Multimodal Boulevard Study

AGENDA TITLE
Cooperative Agreement with Orange County Transportation Authority for the First Street Multimodal Boulevard Study (Project No. 25-6042) (Non-General Fund)

RECOMMENDED ACTION

1. Approve an appropriation adjustment recognizing Regional Early Action Planning 2.0 funding in the amount of $4,300,000 into the Public Services-Street Safety Projects, State Grant-Indirect revenue account and appropriate the same amount into the State Safety Projects, Improvements Other Than Building expenditure account (Requires five affirmative votes).

2. Approve a Cooperative Agreement with Orange County Transportation Authority in an amount not to exceed $4,300,000, for the evaluation and preliminary design of the First Street Boulevard Study, effective upon full approval of the agreement through December 31, 2027 (Agreement No. A-2025-XXX).

3. Approve an amendment to the Fiscal Year 2024-25 Capital Improvement Program to include $4,300,000 in study and design funds for the First Street Boulevard Multimodal Study (Project No. 25-6042).

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
First Street between Bristol Street and Tustin Avenue is a highly used corridor for all modes of transportation. The Public Works Agency (PWA) recommends studying this corridor for potential improvements within the existing street right of way. The proposed study of the First Street segment has the ultimate goal of enhancing efficiency, access, and safety for motorists, users of public transportation, bicyclists, and pedestrians.

On April 12, 2023, the Orange County Transportation Authority (OCTA), in cooperation with the City, submitted an application to Southern California Association of Governments (SCAG) for Regional Early Action Planning (REAP 2.0) grant funding which seeks to accelerate progress towards state housing goals and climate

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commitments through strengthened partnerships between the state, its regions, and local entities. REAP 2.0 seeks to accelerate infill housing developments, reduce Vehicle Miles Traveled, increase housing supply at all affordability levels, affirmatively further fair housing, and facilitate the implementation of adopted regional and local plans to achieve these goals.

On July 6, 2023, SCAG awarded OCTA $11 million in state funding REAP 2.0 grant funds for 11 OCTA planning, outreach, transit, active transportation, and transit signal priority projects, which included funding for the First Street Boulevard Multimodal Study.

The First Street Multimodal Boulevard Study will look at options to enhance transportation along First Street by assessing the feasibility of various infrastructure improvements through robust community outreach efforts, field data analyses, and computer modeling. The General Plan, Mobility Element classifies this segment of First Street as a Primary Arterial with a Class IV Cycle Track. A Primary Arterial is characterized as a street with four travel lanes and a center median. A Class IV Cycle Track is a bicycle lane separated and protected from vehicle travel lanes by barriers such as concrete medians. The study evaluates pedestrian, bicycle, and transit improvements that promote safety and transportation goals consistent with the City’s General Plan. These potential improvements will benefit the Santa Ana residents who utilize OCTA’s Route 64, one of the highest ridership bus routes in Orange County.

Route 64 services Orange County bus riders from the Westminster Mall to the Larwin Square Shopping Mall in Tustin while traversing right through the heart of the City of Santa Ana on First Street. The deliverables and projected schedule under this planning grant are as follows:
•Award Consultant Contract (April 2025)
•Analyses and Assessment (April – December 2025)
•Outreach and Engagement (June – October 2025)
•Conceptual Planning (April – December 2025)
•Engineered Plan Production (January – June 2026)
Under the proposed cooperative agreement (Exhibit 1), the City agrees to complete the study per the scope and guidelines approved by SCAG (Exhibit 2). The study will include City in-house engineering project management and procurement of consultants with up to $430,000 set aside to reimburse the City for staff time spent on the study. Funds will be issued to the City on a reimbursement basis. An amendment to the FY 24/25 Capital Improvements Program (Exhibit 3) is necessary to properly document the additional project and funding in the current fiscal year.

Staff will return to Council for approval of the recommended improvements prior to advancing to the final engineering plan production phase (December 2025). The study must be completed by June 30, 2026. There is no requirement to construct the

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recommended project. At the completion of this study, the City will be positioned to seek grant funds to carry out the infrastructure improvements as approved by City Council.

Staff recommends the approval of the proposed Cooperative Agreement with OCTA in order to identify the roles and responsibilities of each agency including provisions from SCAG to ensure compliance with REAP 2.0 grant funding guidelines and identify OCTA’s responsibilities for reimbursement and reporting to SCAG.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
With the approval of the requested appropriation adjustment, $4,300,000 in REAP 2.0 grant funds will be recognized in the Public Services-Street Safety Projects, State Grant-Indirect revenue account (No. 14717002-52027) and appropriate it for spending in the Regional Early Action Planning Grant, Improvements Other Than Building expenditure account (No. 14717613-66220). The following table summarizes the funds budgeted for FY 2024-25. Any unspent budget in FY2024-25 will be included in future year Carry Forward for City Council consideration.

Fiscal
Year
Accounting Unit
- Account No.
(Project No.)
Fund
Description
Accounting Unit -
Account No.

Description
Amount

APPROPRIATION ADJUSTMENT
2024-25 14717613-66220
(25-6042)
Street Safety
Programs
Regional Early Action
Plng Grt,
Improvements Other
Than Building
$4,300,000
TOTAL $4,300,000

EXHIBIT(S)

1. Cooperative Agreement

2. SCAG Scope & Guidelines

3. FY 2024-25 Capital Improvement Program Sheet
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, City Manager

City Council
15 –
3 2/18/2025

EXHIBIT 1
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COOPERATIVE AGREEMENT NO. C-4-2053

BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
CITY OF SANTA ANA5
6 FOR
7 FIRST STREET MULTIMODAL BOULEVARD STUDY
8 THIS COOPERATIVE AGREEMENT(Agreement) is effective this __ day of ________ 2025 9 (“Effective Date”), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of California (herein referred to as “AUTHORITY”) and the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702, a municipal corporation duly organized and existing under the constitution and laws of the State of California (herein referred to as “CITY”), each individually known as “PARTY”, and collectively referred 10 11
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RECITALS:

WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for final design and construction of the First Street Multimodal Boulevard Study Project as defined in the scope of work provided in Exhibit A, herein incorporated by reference; (hereinafter referred to as “PROJECT”); and WHEREAS, the PROJECT is funded with Regional Early Action Planning Grant Program of 2021 (hereinafter referred to as “REAP 2.0”) funds; and
WHEREAS, REAP 2.0 is a program that seeks to accelerate progress towards state housing goals and climate commitments through a strengthened partnership between the state, its regions, and local entities. REAP 2.0 seeks to accelerate infill housing development, reduce Vehicle Miles Traveled, increase housing supply at all affordability levels, affirmatively further fair housing, and facilitate the implementation of adopted regional and local plans to achieve these goals; and

City Council
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COOPERATIVE AGREEMENT NO. C-4-2053
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WHEREAS, the California Department of Housing and Community Development (HCD) administers REAP 2.0 in accordance with Health and Safety Code sections 50515.06 to 50515.10 (“Statues”) and REAP 2.0 guidelines for Metropolitan Planning Organizations (MPO) applicants released by HCD pursuant to the Statutes (herein referred to as “REAP 2.0 Guidelines”); and WHEREAS, the Southern California Association of Governments (herein referred to as “SCAG”) is the federally designated MPO for Southern California; and 3 4
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7 WHEREAS, on April 12, 2023, SCAG released a Call for Applications for REAP 2.0; and WHEREAS, the AUTHORITY submitted on behalf of the CITY and was awarded REAP 2.0 funding through SCAG for the PROJECT; and
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26 WHEREAS, the AUTHORITY’s Board of Directors, at its July 24, 2023, meeting, approved AUTHORITY’s financial commitment to the PROJECT of up to Four Million Three Hundred Thousand Dollars ($4,300,000); and
WHEREAS, AUTHORITY will provide Four Million Three Hundred Thousand Dollars ($4,300,000) in REAP 2.0 funds to the CITY; and
WHEREAS, CITY agrees to act as the lead agency for preliminary engineering, right-of-way, construction and construction management of PROJECT; and WHEREAS, this Agreement defines the specific terms and conditions and funding responsibilities between the PARTIES for completion of PROJECT; and
WHEREAS, AUTHORITY and SCAG have entered into a Memorandum of Understanding (MOU) regarding the administration and delivery of projects awarded REAP 2.0 funds. The MOU requires certain flow-down provisions to be included in all agreements entered for this PROJECT. These provisions are contained in Exhibit B to this Agreement ; and
WHEREAS, the AUTHORITY’s Board of Directors authorized this Agreement on January 27, 2025; and
WHEREAS, CITY’s City Council approved this Agreement on _____ day of ______________________ 2025.

City Council
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5 2/18/2025

COOPERATIVE AGREEMENT NO. C-4-2053
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NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:

ARTICLE 1. COMPLETE AGREEMENT
3 A. This Agreement, including any attachments incorporated herein and made applicable by 4 reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of this Agreement between AUTHORITY and CITY concerning the PROJECT and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Cooperative Agreement. The above-referenced Recitals are true and correct and are incorporated by reference herein.
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B. AUTHORITY’s failure to insist on any instance(s) of CITY’s performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY’s right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement.

C. CITY’s failure to insist on any instance(s) of AUTHORITY’s performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY’s right to such performance or to future performance of such term(s) or condition(s), and AUTHORITY’s obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon CITY except when specifically confirmed in writing by an authorized representative of CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement.

ARTICLE 2. SCOPE OF AGREEMENT
This Agreement specifies the terms and conditions, roles and responsibilities of the PARTIES as they pertain to the subjects and PROJECT addressed herein. Both PARTIES agree that each will

City Council
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6 2/18/2025

COOPERATIVE AGREEMENT NO. C-4-2053
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cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements that may be required to facilitate purposes thereof.

ARTICLE 3. RESPONSIBILITIES OF AUTHORITY3
4 AUTHORITY agrees to the following responsibilities for the PROJECT:
5 A.

B.

AUTHORITY shall provide assistance to CITY in securing the REAP funds. 6 AUTHORITY shall not be authorized to program any amount beyond what has been 7 identified in this Agreement as REAP and what is ultimately approved for PROJECT by SCAG.

C. AUTHORITY shall review and approve CITY’s request for obligation of REAP funds prior to submittal to SCAG.
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26 D. AUTHORITY shall allocate the CITY’s share of the PROJECT in the amount not-to- exceed Four Million Three Hundred Thousand Dollars ($4,300,000) for the PROJECT using REAP funds.

E. AUTHORITY shall process all required documents from the CITY and invoice SCAG on behalf of the CITY for the REAP funds.

F.

REAP funds.

G.

AUTHORITY shall submit all status reports as required by SCAG to maintain eligibility for AUTHORITY shall inform CITY in writing of any requested changes or delays to the reimbursement of the PROJECT.

ARTICLE 4. RESPONSIBILITIES OF CITY
CITY agrees to the following responsibilities for the PROJECT:

A.
construct the PROJECT consistent with REAP 2.0 Goals and Objectives.

B. CITY shall act as the lead agency for the preliminary engineering, right-of-way, construction and construction management of PROJECT.

CITY shall possess the legal authority to deliver this project and to finance, acquire, and C. CITY is responsible for completing PROJECT in accordance with the funding plan (Exhibit A), and to abide by all SCAG programming guidelines, flow-down provisions (Exhibit B), and any and all other State (California Department of Transportation) requirements.

City Council
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7 2/18/2025

COOPERATIVE AGREEMENT NO. C-4-2053
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D. CITY shall comply with all local and State project delivery requirements including, but not limited to, Disadvantaged Business Enterprise, American with Disabilities Act, and Buy America provisions.3
4 E. CITY shall submit applicable National Environmental Policy Act (NEPA) and the California 5 Environmental Quality Act (CEQA) environmental documentation to AUTHORITY. 6 F.
regulations.

G.

CITY shall procure in compliance with all applicable federal, state, and local laws and CITY shall coordinate with AUTHORITY to provide information to the SCAG Project 7 8
9 Manager regarding any existing solicitation for the PROJECT. Information shall be provided and a written approval by the SCAG Project Manager shall be obtained. CITY will not advertise or award a contract before SCAG authorization to proceed.
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26 H. CITY shall invoice AUTHORITY and provide expenditure reports to AUTHORITY reflecting funds expended for PROJECT and consistent with flow-down provisions, as identified in Exhibit B.

I. CITY shall prepare and submit a quarterly report per Exhibit B requirements to AUTHORITY within seven (7) days of the month following the end of each quarter (April, July, October, and January).

J. CITY shall prepare and submit invoices and all required reports to AUTHORITY in a timely manner in order to avoid any penalties that could reduce funding to PROJECT.

K.

L.

CITY agrees that any cost overruns shall be the responsibility of CITY.

If CITY receives local, state, or federal funds from a non-AUTHORITY source, CITY will not invoice AUTHORITY for the amount received from the other non-AUTHORITY source(s).

M. CITY will notify AUTHORITY regarding any non-AUTHORITY revenues received for the PROJECT and AUTHORITY funds may not pay for expenses already supported through these non-AUTHORITY revenues.

N. CITY will notify AUTHORITY if REAP 2.0 funds are used for other than the intended

City Council
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8 2/18/2025

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purposes as defined by federal or state guidelines.

O. CITY agrees that AUTHORITY reserves the right to change the fund source programmed to the PROJECT and AUTHORITY would notify CITY of such a change.

A. CITY shall maintain and operate the property acquired, developed, rehabilitated, or restored for the life of the resultant facility(ies) or activity. 3 4
5 6 B. Failure of CITY to abide by conditions above may result in modification of funding, 7 termination of this Agreement, and repayment of the REAP 2.0 funds.

ARTICLE 5. REQUEST FOR REIMBURSEMENT
In order for CITY to be reimbursed for incurred costs relative to PROJECT, CITY agrees:
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26 A.
are required by the MOU between AUTHORITY and SCAG, and specifically those related to invoicing.

B. If CITY uses CITY labor to accomplish PROJECT or services under PROJECT, CITY may utilize its current approved CITY fiscal year budget overhead rate when seeking reimbursement.

C. To prepare and submit to AUTHORITY an invoice with supporting documentation within To comply with all flow-down provisions contained in Exhibit B to this Agreement, which 15 days of paying CITY’s consultant(s). CITY’s invoice shall include allowable PROJECT costs incurred and paid for by CITY. The invoice submitted by CITY shall be signed by an authorized agent who can duly certify the accuracy of the included information.

D.

E.

The invoice shall be submitted on CITY’s letterhead.

The invoice shall be submitted by CITY, and in duplicate, to AUTHORITY’s Accounts Payable Office. Each invoice shall include the following information:

1. Agreement Number C-4-2053

2. SCAG Project Number OWP No. 305-4926.01

3. The total of PROJECT expenditures shall specify the percent and amount of funds to be reimbursed, and include support documentation for all expenses invoiced.

4. Progress report with adequate detail describing all work completed.

5. The time period covered by the invoice;

City Council
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9 2/18/2025

COOPERATIVE AGREEMENT NO. C-4-2053
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6. Labor (staff name, hours charged, hourly billing rate, current charges, and cumulative charges) performed during the billing period;

7. Such other information as requested by AUTHORITY and SCAG as part of Exhibit B, or to reasonably substantiate the validity of an invoice. 3 4
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expenses.

G.

To consult with AUTHORITY’s Project Manager for questions regarding non-reimbursable 6 7 That total payments shall not exceed the maximum obligation specified in Article 6. 8 Maximum Obligation.

ARTICLE 6. MAXIMUM OBLIGATION9
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26 Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY mutually agree that AUTHORITY’s maximum cumulative payment obligation hereunder shall be Four Million Three Hundred Thousand Dollars ($4,300,000), unless agreed to and amended by both PARTIES.

ARTICLE 7. DELEGATED AUTHORITY
Any actions required to be taken by CITY in the implementation of this Agreement, including execution of amendments, are delegated to its Director of Public Works, or designee, and any actions required to be taken by AUTHORITY in the implementation of this Agreement, including execution of amendments, are delegated to AUTHORITY’s Chief Executive Officer, or designee.

ARTICLE 8. AUDIT AND INSPECTION
AUTHORITY and CITY shall maintain a complete set of records in accordance with generally accepted accounting principles. The original records shall be maintained within the CITY limits. Upon reasonable notice, CITY shall permit the authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts and other data and records of CITY for a period of not less than four (4) years after final payment, or until any on-going audit is completed whichever is longer. For purposes of audit, the date of completion of this Agreement shall be the later date of AUTHORITY’s payment of CITY’s final billing (so noted on the invoice) or SCAG’s final payment of all REAP funds to AUTHORITY under this Agreement. AUTHORITY shall have the right to reproduce any such books,

City Council
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10 2/18/2025

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records, and accounts. The above provision with respect to audits shall extend to and/or be included in construction contracts with CITY’s contractor.
3 ARTICLE 9. INDEMNIFICATION
4 A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, 5 employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker’s compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. 6 7
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26 B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, employees and agents from and against any and all claims (including attorney’s fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker’s compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement.

C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination.

ARTICLE 10. ADDITIONAL PROVISIONS
The AUTHORITY and CITY agree to the following mutual responsibilities:

A. Term of Agreement: This Agreement shall continue in full force and effect until December 31, 2027, or until all REAP funds have been expended, whichever is later. This Agreement may only be extended upon written mutual consent by both PARTIES. /
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City Council
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11 2/18/2025

COOPERATIVE AGREEMENT NO. C-4-2053
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B. Amendment: This Agreement may be amended in writing at any time by the mutual consent of both PARTIES. No amendment shall have any force or effect unless executed in writing by both PARTIES.3
4 C. Termination: In the event either PARTY defaults in the performance of any of their 5 obligations under this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall have the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party.
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8 D. Termination for Convenience: Either PARTY may terminate this Agreement for 9 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for convenience to the other PARTY.10
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E. Compliance with All Laws: AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT.

F. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to execute this Agreement on behalf of said PARTIES and that, by so executing this agreement, the PARTIES hereto are formally bound to the provisions of this Agreement.

G. Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

H. Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Electronic signatures will be permitted.

I. Assignment: Neither this Agreement, nor any of the PARTIES rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either PARTY without the prior written consent of the other PARTY in its sole and absolute discretion. Any such attempt of assignment shall be

City Council
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COOPERATIVE AGREEMENT NO. C-4-2053
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deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 3 J. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to 4 authorize or require any PARTY to issue bonds, notes or other evidence of indebtedness under the terms, in amounts, or for purposes other than as authorized by local, state or federal law.5 6 K.
regulations and guidelines shall govern this Agreement.

L. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney’s fees, to the prevailing PARTY.

M. Notices: Any notices, requests, or demands made between the PARTIES pursuant to this Governing Law: The laws of the State of California and applicable local and federal laws, 7 8
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Agreement are to be directed as follows:

To CITY: To AUTHORITY:

City of Santa Ana Orange County Transportation Authority 550 South Main Street
P.O. Box 14184
Traffic Engineering Section/M-43
20 Civic Center Plaza
Santa Ana, CA 92701 Orange, CA 92863-1584
Attention: Megan Bornman
Senior Contract Administrator
Phone: (714) 560-5064
E-mail: [email protected]
CC: Alicia Yang
Attention: Nabil Saba
Executive Director, Public Works Agency
Phone: (714) 647-5654
Email: [email protected]
OCTA Project Manager
Phone: (714) 560-5362
E-mail: [email protected]
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COOPERATIVE AGREEMENT NO. C-4-2053
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N. Successors and Assigns: The provisions of this Agreement shall bind and inure to the benefit of each of the PARTIES hereto, and all successors or assigns of the PARTIES hereto.

O. Time is of the Essence: Time is of the essence for the work identified in Exhibit A. All work must be completed no later than December 31, 2027. 3 4
5 P. Force Majeure: Either PARTY shall be excused from performing its obligations under this 6 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 7 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 8 commandeering of material, products, plants or facilities by the federal, state or local government; national 9 fuel shortage; or a material act or omission by the other PARTY; when satisfactory evidence of such 10 11
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City Council
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14 2/18/2025

Nabil SabaDigitally signed by Nabil SabaDate: 2025.02.03 10:35:47 -08'00'

City Council
15 –
15 2/18/2025

Exhibit A ‐ Scope of Work and Schedule
Cooperative Agreement No. C‐4‐2053
Southern California Association of Governments (SCAG)
Regional Early Action Planning (REAP) 2.0 Program
CTC Partnership Program

SCOPE DESCRIPTION, APPROACH AND DELIVERABLES
Project Name:

Agency Name:

Project Manager Name:

Project Manager Contact Info:

First Street Multimodal Boulevard Study
Orange County Transportation Authority (OCTA)
Alicia Yang
[email protected] or 714‐560‐5362
Describe each principle task identified in the Budget & Timeline, provide scope, approach, and list deliverable(s). Add or delete rows as needed.

Task # Task Title

PROJECT MANAGEMENT
Scope Description and Approach Deliverable(s)
1 1.1

1.2 1.3
Administration and Project Management
Project Development Team Meetings
Agency Project Oversight
Managing project budget and schedule, including invoices and progress reports Monthly meetings between City Staff, OCTA, and consultant team. Kick‐off meeting and subsequent PDT meetings.

Ongoing coordination with project stakeholders. Follow‐up meetings, as needed Monthly invoices and progress reports
Meeting Agendas and minutes.

Meeting Agendas and minutes.

The Consultant Team will report outcomes for the project and will work with the City of Santa Ana and OCTA staff to develop a methodology to report how the project works towards REAP goals.1.4
2 REAP Reporting Methodology and report outcomes

EXISTING ANALYSIS AND ASSESSMENT
Existing Conditions Gather existing condition information that includes transit facilities, description of land use and destinations, existing bicycle activity on the corridor, existing wayfinding, existing lane configurations, collisions, traffic volumes, ped and bikes counts, posted speed limits, lighting and existing non‐infrastructure programs Develop a map of existing pedestrian facilities and existing bicycle facilities within and adjacent to the corridor, including proximity and access to transit, schools, downtown, community

2.1 Existing Conditions Technical Memorandum
A map of existing facilities for bicycle and pedestrian travelers2.2

2.3 Existing Multimodal Facilities Map
Existing Corridor Model
facilities, shopping, etc.

Create a microsimulation model to generate existing conditions of the corridor and a model to identify impacts to the corridor when one lane in each direction is taken for improved bicycle and pedestrian travel. Conduct video‐based conflict analysis to determine the type of and quantity of near misses involving all roadway users along key intesections on the corridor.

Existing Corridor Model and Video‐based Conflict
Technical Memorandum
Identify census tracts that are considered to be disadvantaged or low‐income and identify the transit, bicycle and pedestrian needs. Free and reduce meal or healthy places index may be used to supplement census tract information. Heatlh statistics along the corridor will be identified as well.2.4 3 Equity Data and Analysis Equity Analysis Technical Memorandum

OUTREACH AND ENGAGEMENT
City to form a stakeholder group that will provide appropriate feedback from the community along and around the corridor. Hold recurring meetings to share and disseminate information.

3.1 Targeted Stakeholder Meetings Stakeholders with vested interest will include but not be limted to local neighborhood associations, business associations, schools, local non‐profits including Latino Health Access and Santa Stakeholder meeting agendas and minutes.

Ana Active Streets, Orange County Health Care Agency, elected officials, emergency services, etc. Stakeholder meeting will occur quarterly for the duration of the project.

Create a website and social media page for plan announcements and documents to be posted. This task also include graphic design for these media outlets. Also include an advertisement

3.2 3.3
Website, Social Media Page, and Surveys
Community Workshop
campaign, online surveys and e‐newsletters. Survey will be conducted before conceptual planning. All media will be in English, Spanish and Vietnamese. Website and social media page update Website, Surveys, Advertisements will be maintained for the duration of the project.

Host community workshops in various parts of the city and varying times to gain community input on new bicycle and pedestrian facilities. A first round of workshops will include community engagement to receive community input including pedestrian and bicycle traffic safety concerns, transit concerns, mobility challenges. Second round of community workshops will seek community input on alternative analysis. The community meetings will include a Spanish translator.

Work shop meeting Agendas and minutes.

Attendance at events and presentations
Attend different community events to gather public input. Events will include community ride‐along on built portions, listening sessions, sharing project materials and information for their dissemination, "pop‐ups" at stakeholder events, presentations, and interacting with youth and caretakers at family events, cultural events, libraries, health fairs, interactive feedback mechanisms, demonstration projects, and farmers markets/swap meets.3.4 Attend Community Events Also involve schools and offer learning opportunities for kids through school, conduct listening sessions with parents at school and PTA events, appoint student advisors/liaisons, and create a public comment database.
4 CONCEPTUAL PLANNING
"Low hanging fruit", consider institutional constraints on reasonability including OCTA's Master Plan of Highway and CIty of Santa Ana Mobility Element , develop Impact Avoidance and

4.1 Identify Constraints and Opportunities Minimization strategies, review disadvantaged community and geographical sharing of benefits and risks. Identify right of way constraints, traffic operational constraints, Caltrans' right of way Constraints and Opportunities Technical Memorandum requirements and constraints, Transit operation constraints, community support, elected official support Develop corridor alternatives. Create maps of the proposed pedestrian, bicycle, and transit facilities based on the community and stakeholder input. Description will include estimated mode Alternative conceptual layouts and alternative4.2

4.3 Proposed Alternatives Development shift from identified projects and programs. summary memo.

Develop concept‐level programmatic cost
estimates Prepare order of magnitude cost estimates including PS&E, Right of Way acquisition, Tenant Eviction costs, major utility relocation, construction engineering, and closeout. Programmatic cost estimates Develop a methodology for project evaluation and conduct alternative analysis, including any microsimulation alternatives available through the simulation tool. Alternatives may be screened based on pedestrian and bicyclist comfort level, transit impacts, level of service, travel time, cost, community support, traffic safety, right of impacts,etc. Develop cost estimate all for all alternatives. Recommend a locally prefered alternative.

Enumerate risks and assign probability. Develop potential contingency plans to keep project construction on schedule.

Based on concept‐level programmatic costs estimates developed in task 4.3 include the financial needs for future projects and programs by listing anticipated cost, revenue sources and Alternative/Feasibility Evaluation Technical
Memorandum4.4 Alternative/Feasibility Evaluation

4.5 4.6
Risk Register Master Project Risk Register
Identify Financial Needs Funding Strategies Technical Memorandumpotential grant funding.

Description of steps necessary to implement the plan and the reporting process that will be used to keep the adopting agency and community informed of the progress being made in implementing the plan. The Implementation Strategy should include but not be limited to determination of pilot project before full project implementation, need for additional or future outreach, funding opportunities (from task 4.6), required coordination with other agencies (cost sharing or agreements), CEQA needs, maintenanace considerations, project update method, and a proposed timeline for implementation.

4.7 Implementation Strategy Implementation Strategy Technical Memorandum

4.8 5

5.1 5.2
Environmental Clearance
PLAN PRODUCTION AND APPROVAL (optional)
Draft Plan
Identify and prepare appropriate level of CEQA needed for proposed project CEQA clearance. CEQA Documentation Prepare draft plan (PS&E package) based on recommended solution selected and approved by project stakeholders and receive comments.

Prepare draft final plan and receive comments.

Draft PS&E package for 30%, 60% and 90%
Draft Final PS&E packageDraft Final Plan
Final PS&E package and documentation to seek future
funding to construct project
N/A

5.3 6
Final Plan Prepare final plan. Prepare write‐up and description for funding needs to construction plans.

CONTINGENCY 10% Project Management contingency for miscellaneous issues NOTE: This project will be lead by the City of Santa Ana through a cooperative agreement with OCTA.

City Council
15 –
16 2/18/2025

Exhibit A ‐ Scope of Work and Schedule
Cooperative Agreement No. C‐4‐2053
Southern California Association of Governments (SCAG)
Regional Early Action Planning (REAP) 2.0 Program
CTC Partnership Program

PROJECT BUDGET AND TIMELINE
Project Name: First Street Multimodal Boulevard Study
Agency Name:

Project Manager Name:

Project Manager Contact Info:

Orange County Transportation Authority (OCTA)
Alicia Yang
[email protected] or 714‐560‐5362
List each principle task and subtask, providing both the budget and timeline for each. Add or delete rows as needed.

Fiscal Years
Q4 Q1
Fund SourcesTask # Task Title 2023‐24 2024‐25 2025‐26 2026‐27 REAP Other Total Cost Q3 Q4 Q1 Q2 Q3 Q2 Q3 Q4 Q1 Q2
1 PROJECT MANAGEMENT $430,000 $0
$0
$0
$0
$430,000

1.1 1.2

1.3 1.4
2 Administration and Project Management
Project Development Team Meetings
Agency Project Oversight
REAP Reporting

EXISTING ANALYSIS AND ASSESSMENT
Existing Conditions
$440,000
$250,000
$650,000
$440,000
$250,000
$650,000

2.1 2.2

2.3 2.4
3 Existing Multimodal Facilities Map
Existing Corridor Model
Equity Data and Analysis

OUTREACH AND ENGAGEMENT
Targeted Stakeholder Meetings
Website, Social Media Page, and Surveys
Community Workshop

3.1 3.2

3.3 3.4
4 Attend Community Events

CONCEPTUAL PLANNING

4.1 4.2

4.3 4.4

4.5 4.6

4.7 4.8
5 Identify Constraints and Opportunities
Proposed Alternatives Development
Develop concept‐level programmatic cost
estimates
Alternative/Feasibility Evaluation
Risk Register
Identify Financial Needs
Implementation Strategy
Environmental Clearance

PLAN PRODUCTION AND APPROVAL
(optional) $2,100,000 $0
$0
$2,100,000
$430,000

5.1 5.2

5.3 6
Draft Plan
Draft Final Plan
Final Plan

CONTINGENCY
Totals
$430,000
$4,300,000 $0 $4,300,000
Project Duration: 21 months
*‐‐Please note all projects must be completed by June 30, 2026. *‐‐All costs will be reimbursed based on actual costs incurred and will be subject to the REAP 2.0 and the CTC Partnership Program Guidelines. *‐‐Indirect costs and fringe benefits costs will be reimbursed using the currently approved rates indicated in the Negotiated Indirect Cost Rate Agreement between the Subrecipient and its federal cognizant agency, or the rates that are in compliance with the MOU Section ‐ Allowable Uses of Grant Funds. *‐‐Contingency budget is allocated as needed and amended to the appropriate tasks through an MOU amendment process.

City Council
15 –
17 2/18/2025

Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
As a recipient of funds from the California Department of Housing and Community Development (HCD), the Southern California Council of Governments (SCAG) through the Regional Early Action Planning Grant Program of 2021 (REAP 2.0) has awarded funding to projects meeting the goals and objectives of the program. The Orange County Transportation Authority (OCTA) has successfully secured funding from REAP 2.0 to deliver the awarded projects and seek reimbursement for qualifying work. Any implementing agency expected to receive funds from OCTA for projects awarded REAP 2.0 funds shall deliver the projects in compliance with the following flow-down provisions from the SCAG and OCTA Memorandum of Understanding (MOU) No. M-009-24:

Section 3.c. (Scope of Work and Sub-Recipient’s Responsibilities – nexus to REAP 2.0) Section 3.e. – 3.g. (Scope of Work and Sub-Recipient’s Responsibilities – procurements) Section 3.k. (Scope of Work and Sub-Recipient’s Responsibilities – penalty of perjury) Section 5.e. (Funding – repayment of ineligible costs)
Section 6 (Invoices)
Section 7 (Reporting)
Section 8 (Accounting)
Section 9 (Allowable Uses of Grant Funds)
Section 10 (Work Products)
Section 13 (Insurance)
Section 14 (Indemnification)
Section 18 (Records Retention)
Section 19 (Monitoring and Audits)
Section 21 (Compliance with Laws, Rules, and Regulations) Section 22 (Public Works and Construction)
Section 23 (Conflict of Interest)
Section 24 (Independent Contractor)
Section 25 (Assignment)
Section 26 (Release of Information)
The terms as it is presented in the MOU for each of the provisions above are included in the next section. Please note the following:
• Sub-Recipient refers to the implementing agency (e.g. City of Santa Ana). • OCTA will be responsible for submitting all invoices and reports to SCAG; therefore, the sub-recipient (City of Santa Ana) will be required to provide the necessary invoices and reports in the format indicated to OCTA prior to the deadlines indicated in the provisions but will not need to submit invoices or reports to SCAG directly. • The period of performance is from January 27, 2025, to June 30, 2026. • It is the responsibility of the sub-recipient to flow-down the appropriate provisions if consultants or similar are used to assist in delivering the project. 1 | Page

City Council
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053

3. Scope of Work and Sub-Recipient’s Responsibilities
c. Sub-Recipient must demonstrate a clear and significant nexus to all the REAP 2.0 Goals and Objectives, as described in Section 9 of this MOU, and must carry out the Projects to meet the REAP 2.0 Goals and Objectives. Any lack of action or action inconsistent with REAP 2.0 Goals and Objectives may result in review and could be subject to modification of funding, termination of this MOU, and repayment of the Grant Funds. e. As a recipient of federal and state funds, SCAG has the responsibility for ensuring that its procurement process complies with all applicable federal, state and funding requirements. For all agreements entered into containing funds provided under this MOU or to perform work under this MOU, Sub-Recipient shall procure in compliance with all applicable federal, state, and local laws and regulations.
f. The term “Consultant(s)” shall hereinafter refer to all entities that Sub-Recipient procures, manages, or otherwise enters into contracts or agreements with, in furtherance of the Projects or this MOU regardless of the timing, nature of service/work provided or type of organization, including but not limited to government entities, political subdivisions, subrecipients, consultants, contractors, service providers, suppliers, independent contractors, professionals, managers, architects, engineers, and subcontractors.
g. Upon request, Sub-Recipient shall provide information to the SCAG Project Manager regarding any existing solicitation including but not limited to Requests for Proposals, Invitation for Bids, Request for Qualifications, and Requests for Quotation (collectively “RFP”). For new RFPs developed or finalized after the Effective Date of this MOU, Sub- Recipient shall provide information to the SCAG Project Manager and obtain SCAG Project Manager’s written approval on any final RFP prior to its issuance. SCAG may require documentation of RFPs and Notices to Proceed before approval of invoice reimbursement. k. Any and all notices, reports, or other communications required by this MOU, including but not limited to invoices, accounting reports, supporting documentation, and monitoring reports, shall be submitted under the penalty of perjury.

5. Funding
e. Any costs for which Sub-Recipient receives reimbursement or credit that is determined by a subsequent audit or other review by either SCAG, HCD, other State authorities or federal cognizant agency to be ineligible or otherwise unallowable, are to be repaid by Sub-Recipient within thirty (30) calendar days of Sub-Recipient receiving notice or a written demand for reimbursement from SCAG. Such repayment may include interest, penalties or related fees, as determined by HCD or other State authorities. Should Sub-Recipient fail to reimburse unallowable costs due to SCAG within thirty (30) calendar days of demand, or within such other period as may be agreed between both parties hereto, SCAG is authorized to withhold and/or off-set future payments to Sub-Recipient.
2 | Page

City Council
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19 2/18/2025

Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053

6. Invoices
a. This MOU is a Cost Reimbursement agreement. Amounts claimed must reflect the actual incurred and paid cost of completed work. The actual incurred and paid costs may not exceed the Project’s budget set forth in the most current fully executed SOW Approval Form. All invoices submitted to SCAG for payment shall be e-mailed to [email protected] (file cannot exceed 10MB). All invoices submitted to SCAG for the Projects shall reference the OWP Project Number (OWP No. 305-4926.01). A separate invoice must be submitted for each individual Project.
b. By the twenty-first following the start of a new quarter (i.e., January 21, April 21, July 21, October 21), Sub-Recipient shall submit an invoice for each Project to SCAG using the “Invoice Report” attached as Exhibit C. The Invoice Report must be submitted in both PDF format and the Excel file provided by SCAG. The Invoice Report shall also include, in narrative form, a progress report section with a description of services performed by Sub- Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to the Project for the prior quarter, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives. SCAG shall review the Invoice Report for compliance with this MOU. If SCAG determines that the Invoice Report is compliant with this MOU, SCAG shall approve the Invoice Report and issue payment to the Sub-Recipient. c. Incomplete or inaccurate invoices may be returned to Sub-Recipient for correction without payment until corrected and approved. SCAG may, at its discretion, disallow any unsupported costs and process the invoice. If Sub-Recipient corrects the error, the disallowed items can be included in the next set of invoices.
d. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to Sub-Recipient, and its Consultant(s) at the time and location required as specified in the California Department of Transportation’s Travel Guide Exception Process, which can be found at the following link:
http://www.dot.ca.gov/hq/asc/travel/ap_b/bu1.htm. Also see the link for a summary of travel reimbursement rules.
e. The Parties acknowledge that SCAG’s fiscal year is from July 1 to June 30. Sub-Recipient agrees to submit all invoices to SCAG for eligible expenses incurred through June 30th, no later than July 21st during the Term of this MOU. SCAG shall not be obligated to pay Sub- Recipient for any invoice received after such date.
f. Sub-Recipient shall submit its final invoice to SCAG within thirty (30) days of the completion of each individual Project, but no later than June 30, 2026, whichever is first. SCAG shall not be obligated to pay-Sub Recipient for any invoice received after such date. g. Sub-Recipient will require that its Consultant(s) pay any contractors and subcontractors for satisfactorily completed work no later than ten (10) days of receipt of each payment from Sub- 3 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
Recipient. The ten (10) calendar days period is applicable unless a shorter period is required by applicable law.

7. Reporting
a. At any time during the term of this MOU, SCAG may request additional information, as needed, to demonstrate satisfaction of all requirements identified in the MOU. b. By February 10 of each year following receipt of funding pursuant to this MOU, Sub-Recipient shall submit an Annual Report using the “Sub-Recipient Report Template,” attached as Exhibit D (“Report Template”). Sub-Recipient shall submit a separate Annual Report for each Project.

The Annual Report shall include, in narrative form, a description of services performed by Sub-Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to the Project for the prior year, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives.
c. When a Project is finalized, and no later than June 30, 2026, Sub-Recipient shall submit a Close-Out Report for the Project. At the time of the execution of this MOU, HCD has not provided the requirements for the Close-Out Report due to HCD by all grantees at the conclusion of the grant performance period. Therefore, the Close-Out Report format required by SCAG of Sub-Recipient is not available at this time, but will be provided when it becomes available.
d. All reports submitted to SCAG shall reference the OWP Project Number (OWP No. 305- 4926.01).

8. Accounting
a. Sub-Recipient shall establish and maintain an accounting system and reports that properly accumulate incurred Project costs by line. The accounting system shall conform to Generally Accepted Accounting Principles (“GAAP”), enable the determination of incurred costs as interim points of completion, and provide support for payment vouchers and invoices. b. Sub-Recipient shall establish a separate ledger account for receipts and expenditures of Project Funds and Grant Funds and maintain expenditure details in accordance with the Scopes of Work, as outlined in the most current fully executed SOW Approval Form, for each Project. c. Sub-Recipient shall maintain documentation of its completed procurements (including the use of sole source purchasing), and financial records of expenditures incurred during the course of the Projects in accordance with GAAP.

9. Allowable Uses of Grant Funds
a. SCAG shall not award or disburse funds unless it determines that the Project Funds and Grant Funds shall be expended in compliance with the REAP 2.0 Goals and Objectives. 4 | Page

City Council
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21 2/18/2025

Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
i. REAP 2.0 Goals (“Goals”) are to invest in housing, planning, and infill housing-supportive infrastructure across the entire state in a manner that reduces Vehicle Miles Traveled (“VMT”), increases housing affordability, and advances equity. More detailed information on the Goals can be found in Section 201 of the REAP 2.0 Notice of Funding Availability (“NOFA”) and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full.
ii. REAP 2.0 Objectives (“Objectives”) include: (1) accelerating infill development that facilitates housing supply, choice, and affordability; (2) affirmatively furthering fair housing; (3) reducing vehicle miles traveled. More detailed information on the Objectives can be found in Section 202 of the REAP 2.0 NOFA and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full. b. Project Funds and Grant Funds shall only be used by Sub-Recipient for activities approved by SCAG and included in the Scopes of Work, as outlined in the most current fully executed SOW Approval Form.
c. Project Funds and Grant Funds may not be used for administrative costs of persons employed by Sub-Recipient for activities not directly related to eligible activities. d. Sub-Recipient shall use no more than five percent (5%) of the Project Funds for administrative costs related to a Project, or a maximum of Six Hundred Sixty-Four Thousand, Five Hundred Dollars ($664,500), whichever is lower. For purposes of this MOU, administrative costs are the costs incurred in direct support of grant administration that are not included in the organization’s indirect cost pool. Additional funds may be used from other sources solely contributed by Sub-Recipient to support Sub-Recipient’s administration of the Projects. i. Sub-Recipient must clearly indicate if funds will be used towards administrative costs on or before the Effective Date of this MOU.
ii. If Sub-Recipient is seeking reimbursement for indirect costs and/or fringe benefits costs, they must annually submit an Indirect Cost Allocation Plan (“ICAP”) or an Indirect Cost Rate Proposal (“ICRP”) to its cognizant agency for indirect costs and/or fringe benefits costs in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards. The cognizant agency for indirect costs and/or fringe benefits costs means the federal agency responsible for reviewing, negotiating, and approving ICAPs or ICRPs.

Sub-Recipient must provide their approved indirect cost rate and/or fringe benefit rate and provide a copy to SCAG Project Manager of the approved negotiated indirect cost rate agreement (“NICRA”) for the current fiscal year and subsequent years throughout the performance period. Indirect costs and/or fringe benefits costs may be sought for reimbursement only if Sub-Recipient has an approved NICRA from its cognizant agency on or before the Effective Date of this MOU.
iii. If Sub-Recipient is seeking reimbursement for fringe benefits costs with absence of the approved NICRA and proposes to use a rate to allocate the fringe benefits costs on the basis 5 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
of entity-wide salaries and wages of the employees receiving the benefits, they must annually prepare the fringe benefits cost allocation plan in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and provide a letter from the Sub- Recipient’s independent auditor confirming the compliance for the current fiscal year and subsequent years throughout the performance period.
iv. If Sub-Recipient elects a de minimis indirect cost rate of 10%, they must annually complete a certification form provided by SCAG Project Manager to confirm the eligibility and compliance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and submit the signed form to SCAG Project Manager for the current fiscal year and subsequent years throughout the performance period. The de minimis rate of 10% is to be applied to modified total direct costs (MTDC) as defined by 2 CFR Part 200.1. e. There must be a strong implementation component for the funded activity through REAP 2.0, including, where appropriate, agreement by Sub-Recipient to submit the completed planning document to the applicable board, council, or other entity for adoption. If Sub-Recipient does not formally request adoption of the funded activity, it may be subject to repayment of the Grant Funds.

10. Work Products
a. For purposes of this MOU, “Work Products” shall mean all deliverables created or produced under this MOU including, but not limited to, all deliverables conceived or made either solely or jointly with others during the term of this MOU and during a period of six months after the termination thereof, which relates to the Projects. Work Products shall not include real property or capital improvements. Work Products includes all deliverables, inventions, innovations, improvements, or other works of authorship Sub-Recipient or Consultant(s) may conceive of or develop in the course of this MOU, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection.
b. Sub-Recipient shall submit one (1) electronic copy of all Work Products associated with the Projects to the assigned SCAG Project Manager.
c. SCAG shall own all Work Products. SCAG grants to Sub-Recipient a perpetual royalty-free, non-assignable, non-exclusive and irrevocable license to reproduce, publish or otherwise use Work Products related to the Projects and developed as part of this MOU; provided, however, that any reproduction, publishing, or reuse of the Work Products will be at Sub-Recipient’s sole risk and without liability or legal exposure to SCAG. d. Subject to any provisions of law, including but not limited to the California Public Records Act, all deliverables and related materials related to the Projects shall be held confidential by Sub-Recipient. Nothing furnished to SCAG which is otherwise known or is generally known, or has become known, to the related industry shall be deemed confidential. Sub-Recipient shall safeguard such confidential materials from unauthorized disclosure, using the same standard 6 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
of care to avoid disclosure as Sub-Recipient treats its confidential information, but in no case less than reasonable care.

13. Insurance
a. Sub-Recipient, at their own expense, shall procure and maintain policies of insurance, or provide evidence of self-insurance, of the types and amounts below, for the duration of the MOU. The policies shall state they afford primary coverage.

Insurance Type Requirements Limits
General Liability Commercial General Liability Not less than $5,000,000 per occurrence, insurance with coverage at least $10,000,000 general aggregate, for bodily as broad as Insurance Services injury, personal injury, and property damage.

Office form CG 00 01. The policy must include contractual liability that has not been amended. Any endorsement
restricting standard ISO “insured contract”
language will not be accepted.

Automobile
Liability
Automobile insurance at least as Covering bodily injury and property damage broad as Insurance Services
Office form CA 00 01.
for all activities of the Sub-Recipient arising
out of or in connection with work to be
performed under this MOU, including
coverage for any owned, hired, non-owned,
or rented vehicles, in an amount not less than
$1,000,000 combined single limit for each
accident.

Workers’ Workers’ Compensation
insurance as required by the
State of California and
Including Occupational Diseases in
accordance with California Law and
Employers’ Liability Insurance with a limit
Compensation/
Employer’s
Liability Employer’s Liability Insurance. of not less than $1,000,000 each accident.

Not required for sole proprietors
or Sub-Recipients with no
employees.

Professional
Liability
Insurance
Professional Liability (Errors
and Omissions) insurance
appropriate to the Sub-
With limits of not less than $3,000,000 per
occurrence. In addition, it shall be required
that the professional liability insurance policy
remain in effect for three (3) years after the
Completion Date of this MOU.

Recipient’s profession.

Builders Risk Upon commencement of Sub-Recipient shall purchase and maintain construction and with approval property insurance written on a builder’s risk of SCAG, Sub-Recipient shall “Special Form Cause of Loss” or equivalent obtain and maintain builder’s policy form in an amount not to exceed risk (course of construction) for amount of the Contract, plus the cost of the entire duration of the
Project. Not required for
Projects without construction.
materials supplied or installed by others on a
full replacement cost basis. The Builder’s
Risk policy shall include a soft cost
endorsement that covers soft costs equal to
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
Insurance Type Requirements Limits
twenty percent (20%) of the Contract’s full
value. Soft costs are defined as certain
expenses, in addition to labor and materials,
required to complete the Project that has been
delayed due to unexpected physical damage
and include, but are not limited to, the
following: legal/accounting fees, design or
other professional fees, financing costs, taxes,
general administration, lease expenses,
permit fees and insurance premiums. This
insurance shall include the interests of the
Additional Insureds as named below, Sub-
Recipient and the subcontractors of every tier
on the Project as insureds. The insurance
shall cover without limitation, loss or damage
to the Work arising from the perils covered
under “Special Form Cause of Loss” form
coverage including, without duplication of
coverage for theft, fire, lightning, explosion,
or hail, smoke, aircraft or vehicles, riot or
civil commotion, vandalism, malicious
mischief, collapse, earthquake, flood,
windstorm, false-work, testing and delay of
startup, temporary buildings, property in
transit and while stored at a temporary
location, debris removal including demolition
occasioned by enforcement of any applicable
legal requirements, and shall cover
reasonable compensation for Sub-Recipient’s
services and expenses required as a result of
such loss. During the Project construction
period, Sub-Recipient and its subcontractors
shall mutually waive all rights of recovery
against each other and against the Additional
Insureds identified below for damages caused
by fire or other perils covered by the Builders
Risk “Special Form Cause of Loss”
insurance. All applicable policies of
insurance covering the Work or the property
of the Sub-Recipient or subcontractor shall be
endorsed to provide a waiver of subrogation
in favor of the Additional Insureds identified
below, Sub-Recipient and all subcontractors
of every tier. Further, Sub-Recipient hereby
releases, and shall cause its subcontractors to
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City Council
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25 2/18/2025

Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
Insurance Type Requirements Limits
release, the Indemnitees identified in section
14 from any and all claims, losses and
damages caused by fire or other perils
covered by the Builders Risk “Special Form
Cause of Loss” insurance. There shall be no
deductible or self-insured retention exceeding
$10,000.00 per loss, other than earthquake or
flood which may have deductible or self-
insured retentions not exceeding $50,000.00.

The policy may have sublimits not less than
the following: Earthquake $5,000,000.00
Flood $1,000,000.00
Pollution
Liability
Coverage shall provide for
liability arising out of sudden, $1,000,000 per claim and in the aggregate.

The policy limit shall be no less than
accidental, and gradual All activities contemplated in this MOU shall pollution, and remediation. Not be specifically scheduled on the policy as required for Projects without
construction.
“covered operations.” The policy shall
provide coverage for remediation of the site
in the event of an environmental
contamination event arising out of the
materials, supplies, products, work,
operations, or workmanship.

Products/
Completed
Operations
Coverage
Coverage shall extend a
minimum of three (3) years after insured for covered claims arising out of the project completion. Not required actions of independent contractors. If the for Projects without
construction.

Coverage shall be included on behalf of the
insured is using subcontractors, the Policy
must include work performed “by or on
behalf” of the insured. Policy shall contain no
language that would invalidate or remove the
insurer’s duty to defend or indemnify for
claims or suits expressly excluded from
coverage. Policy shall specifically provide for
a duty to defend on the part of the insurer.

SCAG, its officials, officers, agents, and
employees, shall be included as additional
insureds under the Products and Completed
Operations coverage.
b. Higher Limits: no representation is made that the minimum insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the sub-recipient under this agreement.
c. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
9 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
i. SCAG, its officials, employees, and volunteers are to be covered as additional insureds, as respects to liability arising out of the activities performed by or on behalf of Sub-Recipient; products and completed operations of Sub-Recipient; premises owned, occupied or used by Sub-Recipient; or automobiles owned leased, hired or borrowed by Sub-Recipient. The coverage shall contain no special limitations on the scope of protection afforded to SCAG, its officials and employees.
ii. For any claims related to this Project, Sub-Recipient’s insurance coverage shall be primary insurance as respects SCAG, its officials and employees. Any insurance or self-insurance maintained by SCAG shall be excess of Sub-Recipient’s insurance and shall not contribute with it.
iii. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to SCAG, its officials and employees. iv. Sub-Recipient’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. d. The Workers’ Compensation and Employer’s Liability policies shall include a waiver of subrogation endorsement in favor of SCAG, its, officials, employees, and volunteers. e. Any deductibles or self-insured retentions in amounts over $10,000 must be declared to and approved by SCAG.
f. Insurance is to be placed with California admitted insurers with a current A.M. Best’s rating of no less than A and be admitted, unless otherwise approved by SCAG. g. Sub-Recipient shall furnish SCAG with original endorsements and certificates of insurance evidencing coverage required by this clause. All documents are to be signed by a person authorized by that insurer to bind coverage on its behalf. All documents are to be received and approved by SCAG before work commences. Upon request of SCAG at any time, Sub- Recipient shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. h. Sub-Recipient agrees to ensure that its Consultant(s) provide the same minimum insurance coverage and endorsements required of Sub-recipient. Sub-Recipient agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. However, in the event Sub- Recipient’s Consultant(s) cannot comply with this requirement, which proof must be submitted to SCAG, Sub-Recipient shall be required to ensure that its Consultant(s) provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Consultant(s) scope of work and services, with limits less than required of the Sub-Recipient, but in all other terms consistent with the Sub-Recipient’s requirements under this MOU. This provision does not relieve Sub-Recipient of its contractual obligations under the MOU and/or limit its liability to the amount of insurance coverage provided by its Consultant(s). This provision is intended solely to provide Sub-Recipient with the ability to utilize Consultant(s) 10 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of Sub-Recipient under this MOU given the limited scope of work or services provided by the Consultant(s). Sub-Recipient agrees that upon request, all agreements with Consultant(s) will be submitted to SCAG for review.

14. Indemnification
Sub-Recipient shall fully defend, indemnify and hold harmless SCAG, its members, officers, employees, and agents from any and all claims, losses, liabilities, damages, expenses, suits or actions including attorneys’ fees, brought forth or arising under any theories or assertions of liability, occurring by or resulting from or otherwise related to the Projects or this MOU. Such obligations shall not, however, extend to any claims, losses, liabilities, damages, expenses, suits or actions that arise from SCAG’s willful misconduct.

18. Records Retention
a. Sub-Recipient and its Consultant(s) shall maintain all source documents, books and records connected with the Projects, all procurements related to the Projects, all work performed under this MOU, and evidence demonstrating the funding was used for the appropriate purposes for a minimum of five (5) years after December 31, 2026. Wherever practicable, such records should be collected, transmitted, and stored in open and machine-readable formats. b. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, all records shall be retained by Sub-Recipient and its Consultant(s) for five (5) years after: (a) the conclusion or resolution of the matter; (b) the date an audit resolution is achieved for each annual SCAG OWP; or (c) December 31, 2026, whichever is later.

19. Monitoring and Audits
a. SCAG may monitor expenditures and activities of Sub-Recipient and its Consultant(s) as SCAG deems necessary to ensure compliance with the MOU, the Statutes, the REAP 2.0 Guidelines and the Program Guidelines.
b. At any time during the term of this MOU, SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives may perform or cause to be performed a financial audit of any and all phases of the Projects. At their request, Sub-Recipient shall provide, at its own expense, a financial audit prepared by an independent certified public accountant.
c. Sub-Recipient agrees that SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives shall have the right to review, obtain, and copy all records and supporting documentation related to the performance of this MOU. Sub-Recipient agrees to provide any relevant information requested. Copies shall be made and furnished to SCAG upon request at no cost to SCAG. 11 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
d. Sub-Recipient agrees to permit SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this MOU, the Statutes, the REAP 2.0 Guidelines, or applicable state and federal laws, rules, and regulations. e. If there are audit findings from SCAG or HCD’s audit, Sub-Recipient must submit a detailed response acceptable to SCAG or HCD for each audit finding within ninety (90) days of the audit finding report.

21. Compliance with Laws, Rules, and Regulations
a. Sub-Recipient agrees to comply with all federal, state and local laws, rules and regulations applicable to this MOU.
b. Non-Discrimination/Equal Employment Opportunity
i. During the performance of this MOU, Sub-Recipient assures that no person shall be denied the MOU’s benefits, be excluded from participation or employment, be denied Project benefits, or be subjected to discrimination based on race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, under the Projects or any program or activity funded by this MOU, as required by Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. §§ 3601-20) and all implementing regulations, the Americans with Disabilities Act (“ADA”) of 1990 (42 U.S.C. §§ 12101 et seq.) and all applicable regulations and guidelines issued pursuant to the ADA, and the Age Discrimination Act of 1975 and all implementing regulations. Sub-Recipient shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. ii. Sub-Recipient shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs. tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§ 11135-11139.5), and the regulations or standards adopted by HCD to implement such article.
iii. Sub-Recipient shall permit access by representatives of the Department of Fair Employment and Housing, SCAG, and HCD upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as the Department of Fair Employment and Housing, SCAG, or HCD shall require to ascertain compliance with this Section.
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
iv. Sub-Recipient shall give written notice of its obligations under this Section to labor organizations with which they have a collective bargaining or other agreement. v. Sub-Recipient shall adopt and implement affirmative processes and procedures that provide information, outreach and promotion of opportunities in the Projects to encourage participation of all persons regardless of race, color, national origin, sex, religion, familial status, or disability. This includes, but is not limited to, a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, as required by 24 C.F.R. § 92.351. c. Recycling Certification. Sub-Recipient shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to SCAG regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code § 12205).
d. Anti-Trust Claims. Sub-Recipient, by signing this MOU, hereby certifies that if these services or goods are obtained by means of a competitive bid, the Sub-Recipient shall comply with Title 1, Division 5, Chapter 11 of the California Government Code (Gov. Code §§ 4550-4554). e. Child Support Compliance Act. If the Grant Funds provided under this MOU are in excess of $100,000, Sub-Recipient acknowledges in accordance with Public Contract Code 7110, that:
i. Sub-Recipient recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and
ii. Sub-Recipient, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. f. Priority Hiring Considerations. If this MOU includes services in excess of $200,000, the Sub- Recipient shall give priority consideration in filling vacancies in positions funded by the MOU to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.
g. Loss Leader. If this MOU involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC §10344(e).)
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053

22. Public Works and Construction
Without limiting the generality of Section 21.a., Sub-Recipient agrees to ensure compliance with all applicable legal authority regarding construction standards and requirements, including but not limited to the following:
a. Labor Code Requirements
i. Sub-Recipient is hereby put on notice that the one or more of the Projects under the MOU may qualify as a public works project and Sub-Recipient will therefore be required to determine whether the Project falls under a classification that would require payment of prevailing wages. Services constituting public works are described in California Labor Code Sections 1720-1861, as may be amended or recodified by legislative action from time-to-time.
ii. If a Project qualifies as a public works project, Sub-Recipient shall be the Awarding Body for the public works project and required to comply with all requirements applicable to the Awarding Body.
iii. If Sub-Recipient or its Consultant(s) will perform services that require payment of prevailing wages, they are required to register with the California Department of Industrial Relations (DIR) in order to be compliant with the law. Neither Sub-Recipient nor its Consultant(s) may work on a public works project without a current and active DIR registration.
iv. In the event that Sub-Recipient or its Consultant(s) engages in the performance of a public work under this MOU as defined by Labor Code Section 1770 et seq., Sub-Recipient and its Consultant(s) shall be required to cause such employees who are entitled to prevailing wages, to be paid the required wage amounts pursuant to applicable state law. Sub- Recipient and its Consultant(s) shall ensure compliance with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. v. Sub-Recipient further acknowledges that any work that qualifies as a public work within the meaning of California Labor Code Section 1720 shall require Sub-Recipient and its Consultant(s) to comply with the provisions of California Labor Code Sections 1775 et seq. Sub-Recipient agrees to ensure compliance with Labor Code Section 1776 regarding retention and inspection of payroll records and noncompliance penalties, Labor Code Section 1777.5 regarding employment of registered apprentices, and Labor Code Section 1813 regarding forfeiture for violations of the maximum hours per day and per week provisions contained in the same chapter.
b. Sub-Recipient shall comply with all applicable federal, state, and local procurement requirements for public works and construction projects and shall advertise, open bids, award, and approve all construction contracts in accordance with the California Public Contract Code and the California Labor Code.
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
c. All construction contracts for the Projects shall be administered and managed by Sub- Recipient. Sub-Recipient shall prepare or have prepared a detailed schedule of performance for the Projects, ensuring that all construction is completed within the timeline allowed by the MOU. Sub-Recipient shall be responsible for requiring the construction contractor to furnish any applicable labor and material bonds and payments and performance bonds naming the Sub- Recipient as obligee, and SCAG as additional obligee, or an insurance policy in lieu of such bonds.
d. Sub-Recipient agrees to procure any and all permits, licenses and approvals necessary to complete the Projects, including those necessary to perform design, construction, operation and maintenance, and to comply with all California Environmental Quality Act requirements applicable to the Projects. Sub-Recipient shall pay all charges and fees and give all notices necessary or incidental to the Projects.
e. Sub-Recipient shall prepare, or have prepared, all plans, specifications and estimates for the Projects and ensure that the Projects comply with all applicable federal and state accessibility requirements, including but not limited to the Americans with Disabilities Act, including its implementing regulations at 24 CFR Part 8 and any amendments, and California Government Code Section 4450, and applicable requirements and guidance provided in Title 24 of the California Code of Regulations, for the construction of buildings, structures, sidewalks, curbs and related facilities for accessibility and usability. f. Sub-Recipient shall conduct all necessary due diligence for the Projects, including but not limited to performing necessary environmental assessments/review of environmental hazard reports, conducting engineer/geotechnical review, commissioning title reports to identify and evaluate the condition of title and encumbrances on the subject property, determining the entity(ies) with site control, including whether any third parties have ownership or site control rights, and determining the suitability for the Project. g. Sub-Recipient shall ensure any contractors or subcontractors are paid in accordance with applicable laws and regulations.
h. Sub-Recipient shall comply with the procedure set forth in Public Contracts Code Section 9204 for processing contractor claims, paying undisputed amounts, and requiring mediation of disputed amounts.
i. Sub-Recipient shall be responsible for ensuring ongoing maintenance of the Projects after completion. SCAG shall not be responsible for ongoing maintenance of the Projects after completion.

23. Conflict of Interest
The Parties shall comply with all applicable federal and state conflict of interest laws, regulations, and policies.
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053

24. Independent Contractor
Sub-Recipient and its Consultant(s) shall be independent contractors in the performance of this MOU, and not officers, employees, or agents of SCAG.

25. Assignment
Neither Party shall assign any rights or interests in this MOU, or any part thereof, without the written consent of each Party to this MOU, which consent may be granted, withheld or conditioned in the consenting Party’s sole and absolute discretion. Any assignment without such written consent shall be void and unenforceable. The covenants and agreement of this MOU shall inure to the benefit of and shall be binding upon each of the Parties and their respective successors and assignees.

26. Release of Information
Sub-Recipient shall not release any information or Work Products to a third party or otherwise publish or utilize any information or Work Products obtained or produced by it as a result of or in connection with the performance of services under this MOU without the prior written authorization of SCAG, except as provided under this MOU or as required by law (including, without limitation, pursuant to the California Public Records Act).

All public-facing communications materials relating to this MOU or its subject matter shall acknowledge SCAG. Communications materials include, but are not limited to, site signage, printed information materials, print and online publications, websites, advertisements, video, public service announcements, social media postings, events, media advisories, news releases, and all other related materials.

To ensure consistency of public information about SCAG programs and funded work products, Sub-Recipient is required to notify and coordinate with SCAG’s Manager of Media & Public Affairs or a specified designee on any media inquiries or plans for proactively providing information to media outlets.

All communication materials must be provided to SCAG prior to completion so that inclusion of this element can be confirmed. SCAG will reply within three business days; if no reply is received, the Sub-Recipient can proceed without comments.

SCAG Communication Contact:

Alisha James
[email protected]
(213) 236-1884
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EXHIBIT 2
Exhibit A ‐ Scope of Work and Schedule
Cooperative Agreement No. C‐4‐2053
Southern California Association of Governments (SCAG)
Regional Early Action Planning (REAP) 2.0 Program
CTC Partnership Program

SCOPE DESCRIPTION, APPROACH AND DELIVERABLES
Project Name:

Agency Name:

Project Manager Name:

Project Manager Contact Info:

First Street Multimodal Boulevard Study
Orange County Transportation Authority (OCTA)
Alicia Yang
[email protected] or 714‐560‐5362
Describe each principle task identified in the Budget & Timeline, provide scope, approach, and list deliverable(s). Add or delete rows as needed.

Task # Task Title

PROJECT MANAGEMENT
Scope Description and Approach Deliverable(s)
1 1.1

1.2 1.3
Administration and Project Management
Project Development Team Meetings
Agency Project Oversight
Managing project budget and schedule, including invoices and progress reports Monthly meetings between City Staff, OCTA, and consultant team. Kick‐off meeting and subsequent PDT meetings.

Ongoing coordination with project stakeholders. Follow‐up meetings, as needed Monthly invoices and progress reports
Meeting Agendas and minutes.

Meeting Agendas and minutes.

The Consultant Team will report outcomes for the project and will work with the City of Santa Ana and OCTA staff to develop a methodology to report how the project works towards REAP goals.1.4
2 REAP Reporting Methodology and report outcomes

EXISTING ANALYSIS AND ASSESSMENT
Existing Conditions Gather existing condition information that includes transit facilities, description of land use and destinations, existing bicycle activity on the corridor, existing wayfinding, existing lane configurations, collisions, traffic volumes, ped and bikes counts, posted speed limits, lighting and existing non‐infrastructure programs Develop a map of existing pedestrian facilities and existing bicycle facilities within and adjacent to the corridor, including proximity and access to transit, schools, downtown, community

2.1 Existing Conditions Technical Memorandum
A map of existing facilities for bicycle and pedestrian travelers2.2

2.3 Existing Multimodal Facilities Map
Existing Corridor Model
facilities, shopping, etc.

Create a microsimulation model to generate existing conditions of the corridor and a model to identify impacts to the corridor when one lane in each direction is taken for improved bicycle and pedestrian travel. Conduct video‐based conflict analysis to determine the type of and quantity of near misses involving all roadway users along key intesections on the corridor.

Existing Corridor Model and Video‐based Conflict
Technical Memorandum
Identify census tracts that are considered to be disadvantaged or low‐income and identify the transit, bicycle and pedestrian needs. Free and reduce meal or healthy places index may be used to supplement census tract information. Heatlh statistics along the corridor will be identified as well.2.4 3 Equity Data and Analysis Equity Analysis Technical Memorandum

OUTREACH AND ENGAGEMENT
City to form a stakeholder group that will provide appropriate feedback from the community along and around the corridor. Hold recurring meetings to share and disseminate information.

3.1 Targeted Stakeholder Meetings Stakeholders with vested interest will include but not be limted to local neighborhood associations, business associations, schools, local non‐profits including Latino Health Access and Santa Stakeholder meeting agendas and minutes.

Ana Active Streets, Orange County Health Care Agency, elected officials, emergency services, etc. Stakeholder meeting will occur quarterly for the duration of the project.

Create a website and social media page for plan announcements and documents to be posted. This task also include graphic design for these media outlets. Also include an advertisement

3.2 3.3
Website, Social Media Page, and Surveys
Community Workshop
campaign, online surveys and e‐newsletters. Survey will be conducted before conceptual planning. All media will be in English, Spanish and Vietnamese. Website and social media page update Website, Surveys, Advertisements will be maintained for the duration of the project.

Host community workshops in various parts of the city and varying times to gain community input on new bicycle and pedestrian facilities. A first round of workshops will include community engagement to receive community input including pedestrian and bicycle traffic safety concerns, transit concerns, mobility challenges. Second round of community workshops will seek community input on alternative analysis. The community meetings will include a Spanish translator.

Work shop meeting Agendas and minutes.

Attendance at events and presentations
Attend different community events to gather public input. Events will include community ride‐along on built portions, listening sessions, sharing project materials and information for their dissemination, "pop‐ups" at stakeholder events, presentations, and interacting with youth and caretakers at family events, cultural events, libraries, health fairs, interactive feedback mechanisms, demonstration projects, and farmers markets/swap meets.3.4 Attend Community Events Also involve schools and offer learning opportunities for kids through school, conduct listening sessions with parents at school and PTA events, appoint student advisors/liaisons, and create a public comment database.
4 CONCEPTUAL PLANNING
"Low hanging fruit", consider institutional constraints on reasonability including OCTA's Master Plan of Highway and CIty of Santa Ana Mobility Element , develop Impact Avoidance and

4.1 Identify Constraints and Opportunities Minimization strategies, review disadvantaged community and geographical sharing of benefits and risks. Identify right of way constraints, traffic operational constraints, Caltrans' right of way Constraints and Opportunities Technical Memorandum requirements and constraints, Transit operation constraints, community support, elected official support Develop corridor alternatives. Create maps of the proposed pedestrian, bicycle, and transit facilities based on the community and stakeholder input. Description will include estimated mode Alternative conceptual layouts and alternative4.2

4.3 Proposed Alternatives Development shift from identified projects and programs. summary memo.

Develop concept‐level programmatic cost
estimates Prepare order of magnitude cost estimates including PS&E, Right of Way acquisition, Tenant Eviction costs, major utility relocation, construction engineering, and closeout. Programmatic cost estimates Develop a methodology for project evaluation and conduct alternative analysis, including any microsimulation alternatives available through the simulation tool. Alternatives may be screened based on pedestrian and bicyclist comfort level, transit impacts, level of service, travel time, cost, community support, traffic safety, right of impacts,etc. Develop cost estimate all for all alternatives. Recommend a locally prefered alternative.

Enumerate risks and assign probability. Develop potential contingency plans to keep project construction on schedule.

Based on concept‐level programmatic costs estimates developed in task 4.3 include the financial needs for future projects and programs by listing anticipated cost, revenue sources and Alternative/Feasibility Evaluation Technical
Memorandum4.4 Alternative/Feasibility Evaluation

4.5 4.6
Risk Register Master Project Risk Register
Identify Financial Needs Funding Strategies Technical Memorandumpotential grant funding.

Description of steps necessary to implement the plan and the reporting process that will be used to keep the adopting agency and community informed of the progress being made in implementing the plan. The Implementation Strategy should include but not be limited to determination of pilot project before full project implementation, need for additional or future outreach, funding opportunities (from task 4.6), required coordination with other agencies (cost sharing or agreements), CEQA needs, maintenanace considerations, project update method, and a proposed timeline for implementation.

4.7 Implementation Strategy Implementation Strategy Technical Memorandum

4.8 5

5.1 5.2
Environmental Clearance
PLAN PRODUCTION AND APPROVAL (optional)
Draft Plan
Identify and prepare appropriate level of CEQA needed for proposed project CEQA clearance. CEQA Documentation Prepare draft plan (PS&E package) based on recommended solution selected and approved by project stakeholders and receive comments.

Prepare draft final plan and receive comments.

Draft PS&E package for 30%, 60% and 90%
Draft Final PS&E packageDraft Final Plan
Final PS&E package and documentation to seek future
funding to construct project
N/A

5.3 6
Final Plan Prepare final plan. Prepare write‐up and description for funding needs to construction plans.

CONTINGENCY 10% Project Management contingency for miscellaneous issues NOTE: This project will be lead by the City of Santa Ana through a cooperative agreement with OCTA.

City Council
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Exhibit A ‐ Scope of Work and Schedule
Cooperative Agreement No. C‐4‐2053
Southern California Association of Governments (SCAG)
Regional Early Action Planning (REAP) 2.0 Program
CTC Partnership Program

PROJECT BUDGET AND TIMELINE
Project Name: First Street Multimodal Boulevard Study
Agency Name:

Project Manager Name:

Project Manager Contact Info:

Orange County Transportation Authority (OCTA)
Alicia Yang
[email protected] or 714‐560‐5362
List each principle task and subtask, providing both the budget and timeline for each. Add or delete rows as needed.

Fiscal Years
Q4 Q1
Fund SourcesTask # Task Title 2023‐24 2024‐25 2025‐26 2026‐27 REAP Other Total Cost Q3 Q4 Q1 Q2 Q3 Q2 Q3 Q4 Q1 Q2
1 PROJECT MANAGEMENT $430,000 $0
$0
$0
$0
$430,000

1.1 1.2

1.3 1.4
2 Administration and Project Management
Project Development Team Meetings
Agency Project Oversight
REAP Reporting

EXISTING ANALYSIS AND ASSESSMENT
Existing Conditions
$440,000
$250,000
$650,000
$440,000
$250,000
$650,000

2.1 2.2

2.3 2.4
3 Existing Multimodal Facilities Map
Existing Corridor Model
Equity Data and Analysis

OUTREACH AND ENGAGEMENT
Targeted Stakeholder Meetings
Website, Social Media Page, and Surveys
Community Workshop

3.1 3.2

3.3 3.4
4 Attend Community Events

CONCEPTUAL PLANNING

4.1 4.2

4.3 4.4

4.5 4.6

4.7 4.8
5 Identify Constraints and Opportunities
Proposed Alternatives Development
Develop concept‐level programmatic cost
estimates
Alternative/Feasibility Evaluation
Risk Register
Identify Financial Needs
Implementation Strategy
Environmental Clearance

PLAN PRODUCTION AND APPROVAL
(optional) $2,100,000 $0
$0
$2,100,000
$430,000

5.1 5.2

5.3 6
Draft Plan
Draft Final Plan
Final Plan

CONTINGENCY
Totals
$430,000
$4,300,000 $0 $4,300,000
Project Duration: 21 months
*‐‐Please note all projects must be completed by June 30, 2026. *‐‐All costs will be reimbursed based on actual costs incurred and will be subject to the REAP 2.0 and the CTC Partnership Program Guidelines. *‐‐Indirect costs and fringe benefits costs will be reimbursed using the currently approved rates indicated in the Negotiated Indirect Cost Rate Agreement between the Subrecipient and its federal cognizant agency, or the rates that are in compliance with the MOU Section ‐ Allowable Uses of Grant Funds. *‐‐Contingency budget is allocated as needed and amended to the appropriate tasks through an MOU amendment process.

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
As a recipient of funds from the California Department of Housing and Community Development (HCD), the Southern California Council of Governments (SCAG) through the Regional Early Action Planning Grant Program of 2021 (REAP 2.0) has awarded funding to projects meeting the goals and objectives of the program. The Orange County Transportation Authority (OCTA) has successfully secured funding from REAP 2.0 to deliver the awarded projects and seek reimbursement for qualifying work. Any implementing agency expected to receive funds from OCTA for projects awarded REAP 2.0 funds shall deliver the projects in compliance with the following flow-down provisions from the SCAG and OCTA Memorandum of Understanding (MOU) No. M-009-24:

Section 3.c. (Scope of Work and Sub-Recipient’s Responsibilities – nexus to REAP 2.0) Section 3.e. – 3.g. (Scope of Work and Sub-Recipient’s Responsibilities – procurements) Section 3.k. (Scope of Work and Sub-Recipient’s Responsibilities – penalty of perjury) Section 5.e. (Funding – repayment of ineligible costs)
Section 6 (Invoices)
Section 7 (Reporting)
Section 8 (Accounting)
Section 9 (Allowable Uses of Grant Funds)
Section 10 (Work Products)
Section 13 (Insurance)
Section 14 (Indemnification)
Section 18 (Records Retention)
Section 19 (Monitoring and Audits)
Section 21 (Compliance with Laws, Rules, and Regulations) Section 22 (Public Works and Construction)
Section 23 (Conflict of Interest)
Section 24 (Independent Contractor)
Section 25 (Assignment)
Section 26 (Release of Information)
The terms as it is presented in the MOU for each of the provisions above are included in the next section. Please note the following:
• Sub-Recipient refers to the implementing agency (e.g. City of Santa Ana). • OCTA will be responsible for submitting all invoices and reports to SCAG; therefore, the sub-recipient (City of Santa Ana) will be required to provide the necessary invoices and reports in the format indicated to OCTA prior to the deadlines indicated in the provisions but will not need to submit invoices or reports to SCAG directly. • The period of performance is from January 27, 2025, to June 30, 2026. • It is the responsibility of the sub-recipient to flow-down the appropriate provisions if consultants or similar are used to assist in delivering the project. 1 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053

3. Scope of Work and Sub-Recipient’s Responsibilities
c. Sub-Recipient must demonstrate a clear and significant nexus to all the REAP 2.0 Goals and Objectives, as described in Section 9 of this MOU, and must carry out the Projects to meet the REAP 2.0 Goals and Objectives. Any lack of action or action inconsistent with REAP 2.0 Goals and Objectives may result in review and could be subject to modification of funding, termination of this MOU, and repayment of the Grant Funds. e. As a recipient of federal and state funds, SCAG has the responsibility for ensuring that its procurement process complies with all applicable federal, state and funding requirements. For all agreements entered into containing funds provided under this MOU or to perform work under this MOU, Sub-Recipient shall procure in compliance with all applicable federal, state, and local laws and regulations.
f. The term “Consultant(s)” shall hereinafter refer to all entities that Sub-Recipient procures, manages, or otherwise enters into contracts or agreements with, in furtherance of the Projects or this MOU regardless of the timing, nature of service/work provided or type of organization, including but not limited to government entities, political subdivisions, subrecipients, consultants, contractors, service providers, suppliers, independent contractors, professionals, managers, architects, engineers, and subcontractors.
g. Upon request, Sub-Recipient shall provide information to the SCAG Project Manager regarding any existing solicitation including but not limited to Requests for Proposals, Invitation for Bids, Request for Qualifications, and Requests for Quotation (collectively “RFP”). For new RFPs developed or finalized after the Effective Date of this MOU, Sub- Recipient shall provide information to the SCAG Project Manager and obtain SCAG Project Manager’s written approval on any final RFP prior to its issuance. SCAG may require documentation of RFPs and Notices to Proceed before approval of invoice reimbursement. k. Any and all notices, reports, or other communications required by this MOU, including but not limited to invoices, accounting reports, supporting documentation, and monitoring reports, shall be submitted under the penalty of perjury.

5. Funding
e. Any costs for which Sub-Recipient receives reimbursement or credit that is determined by a subsequent audit or other review by either SCAG, HCD, other State authorities or federal cognizant agency to be ineligible or otherwise unallowable, are to be repaid by Sub-Recipient within thirty (30) calendar days of Sub-Recipient receiving notice or a written demand for reimbursement from SCAG. Such repayment may include interest, penalties or related fees, as determined by HCD or other State authorities. Should Sub-Recipient fail to reimburse unallowable costs due to SCAG within thirty (30) calendar days of demand, or within such other period as may be agreed between both parties hereto, SCAG is authorized to withhold and/or off-set future payments to Sub-Recipient.
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053

6. Invoices
a. This MOU is a Cost Reimbursement agreement. Amounts claimed must reflect the actual incurred and paid cost of completed work. The actual incurred and paid costs may not exceed the Project’s budget set forth in the most current fully executed SOW Approval Form. All invoices submitted to SCAG for payment shall be e-mailed to [email protected] (file cannot exceed 10MB). All invoices submitted to SCAG for the Projects shall reference the OWP Project Number (OWP No. 305-4926.01). A separate invoice must be submitted for each individual Project.
b. By the twenty-first following the start of a new quarter (i.e., January 21, April 21, July 21, October 21), Sub-Recipient shall submit an invoice for each Project to SCAG using the “Invoice Report” attached as Exhibit C. The Invoice Report must be submitted in both PDF format and the Excel file provided by SCAG. The Invoice Report shall also include, in narrative form, a progress report section with a description of services performed by Sub- Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to the Project for the prior quarter, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives. SCAG shall review the Invoice Report for compliance with this MOU. If SCAG determines that the Invoice Report is compliant with this MOU, SCAG shall approve the Invoice Report and issue payment to the Sub-Recipient. c. Incomplete or inaccurate invoices may be returned to Sub-Recipient for correction without payment until corrected and approved. SCAG may, at its discretion, disallow any unsupported costs and process the invoice. If Sub-Recipient corrects the error, the disallowed items can be included in the next set of invoices.
d. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to Sub-Recipient, and its Consultant(s) at the time and location required as specified in the California Department of Transportation’s Travel Guide Exception Process, which can be found at the following link:
http://www.dot.ca.gov/hq/asc/travel/ap_b/bu1.htm. Also see the link for a summary of travel reimbursement rules.
e. The Parties acknowledge that SCAG’s fiscal year is from July 1 to June 30. Sub-Recipient agrees to submit all invoices to SCAG for eligible expenses incurred through June 30th, no later than July 21st during the Term of this MOU. SCAG shall not be obligated to pay Sub- Recipient for any invoice received after such date.
f. Sub-Recipient shall submit its final invoice to SCAG within thirty (30) days of the completion of each individual Project, but no later than June 30, 2026, whichever is first. SCAG shall not be obligated to pay-Sub Recipient for any invoice received after such date. g. Sub-Recipient will require that its Consultant(s) pay any contractors and subcontractors for satisfactorily completed work no later than ten (10) days of receipt of each payment from Sub- 3 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
Recipient. The ten (10) calendar days period is applicable unless a shorter period is required by applicable law.

7. Reporting
a. At any time during the term of this MOU, SCAG may request additional information, as needed, to demonstrate satisfaction of all requirements identified in the MOU. b. By February 10 of each year following receipt of funding pursuant to this MOU, Sub-Recipient shall submit an Annual Report using the “Sub-Recipient Report Template,” attached as Exhibit D (“Report Template”). Sub-Recipient shall submit a separate Annual Report for each Project.

The Annual Report shall include, in narrative form, a description of services performed by Sub-Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to the Project for the prior year, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives.
c. When a Project is finalized, and no later than June 30, 2026, Sub-Recipient shall submit a Close-Out Report for the Project. At the time of the execution of this MOU, HCD has not provided the requirements for the Close-Out Report due to HCD by all grantees at the conclusion of the grant performance period. Therefore, the Close-Out Report format required by SCAG of Sub-Recipient is not available at this time, but will be provided when it becomes available.
d. All reports submitted to SCAG shall reference the OWP Project Number (OWP No. 305- 4926.01).

8. Accounting
a. Sub-Recipient shall establish and maintain an accounting system and reports that properly accumulate incurred Project costs by line. The accounting system shall conform to Generally Accepted Accounting Principles (“GAAP”), enable the determination of incurred costs as interim points of completion, and provide support for payment vouchers and invoices. b. Sub-Recipient shall establish a separate ledger account for receipts and expenditures of Project Funds and Grant Funds and maintain expenditure details in accordance with the Scopes of Work, as outlined in the most current fully executed SOW Approval Form, for each Project. c. Sub-Recipient shall maintain documentation of its completed procurements (including the use of sole source purchasing), and financial records of expenditures incurred during the course of the Projects in accordance with GAAP.

9. Allowable Uses of Grant Funds
a. SCAG shall not award or disburse funds unless it determines that the Project Funds and Grant Funds shall be expended in compliance with the REAP 2.0 Goals and Objectives. 4 | Page

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i. REAP 2.0 Goals (“Goals”) are to invest in housing, planning, and infill housing-supportive infrastructure across the entire state in a manner that reduces Vehicle Miles Traveled (“VMT”), increases housing affordability, and advances equity. More detailed information on the Goals can be found in Section 201 of the REAP 2.0 Notice of Funding Availability (“NOFA”) and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full.
ii. REAP 2.0 Objectives (“Objectives”) include: (1) accelerating infill development that facilitates housing supply, choice, and affordability; (2) affirmatively furthering fair housing; (3) reducing vehicle miles traveled. More detailed information on the Objectives can be found in Section 202 of the REAP 2.0 NOFA and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full. b. Project Funds and Grant Funds shall only be used by Sub-Recipient for activities approved by SCAG and included in the Scopes of Work, as outlined in the most current fully executed SOW Approval Form.
c. Project Funds and Grant Funds may not be used for administrative costs of persons employed by Sub-Recipient for activities not directly related to eligible activities. d. Sub-Recipient shall use no more than five percent (5%) of the Project Funds for administrative costs related to a Project, or a maximum of Six Hundred Sixty-Four Thousand, Five Hundred Dollars ($664,500), whichever is lower. For purposes of this MOU, administrative costs are the costs incurred in direct support of grant administration that are not included in the organization’s indirect cost pool. Additional funds may be used from other sources solely contributed by Sub-Recipient to support Sub-Recipient’s administration of the Projects. i. Sub-Recipient must clearly indicate if funds will be used towards administrative costs on or before the Effective Date of this MOU.
ii. If Sub-Recipient is seeking reimbursement for indirect costs and/or fringe benefits costs, they must annually submit an Indirect Cost Allocation Plan (“ICAP”) or an Indirect Cost Rate Proposal (“ICRP”) to its cognizant agency for indirect costs and/or fringe benefits costs in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards. The cognizant agency for indirect costs and/or fringe benefits costs means the federal agency responsible for reviewing, negotiating, and approving ICAPs or ICRPs.

Sub-Recipient must provide their approved indirect cost rate and/or fringe benefit rate and provide a copy to SCAG Project Manager of the approved negotiated indirect cost rate agreement (“NICRA”) for the current fiscal year and subsequent years throughout the performance period. Indirect costs and/or fringe benefits costs may be sought for reimbursement only if Sub-Recipient has an approved NICRA from its cognizant agency on or before the Effective Date of this MOU.
iii. If Sub-Recipient is seeking reimbursement for fringe benefits costs with absence of the approved NICRA and proposes to use a rate to allocate the fringe benefits costs on the basis 5 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
of entity-wide salaries and wages of the employees receiving the benefits, they must annually prepare the fringe benefits cost allocation plan in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and provide a letter from the Sub- Recipient’s independent auditor confirming the compliance for the current fiscal year and subsequent years throughout the performance period.
iv. If Sub-Recipient elects a de minimis indirect cost rate of 10%, they must annually complete a certification form provided by SCAG Project Manager to confirm the eligibility and compliance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and submit the signed form to SCAG Project Manager for the current fiscal year and subsequent years throughout the performance period. The de minimis rate of 10% is to be applied to modified total direct costs (MTDC) as defined by 2 CFR Part 200.1. e. There must be a strong implementation component for the funded activity through REAP 2.0, including, where appropriate, agreement by Sub-Recipient to submit the completed planning document to the applicable board, council, or other entity for adoption. If Sub-Recipient does not formally request adoption of the funded activity, it may be subject to repayment of the Grant Funds.

10. Work Products
a. For purposes of this MOU, “Work Products” shall mean all deliverables created or produced under this MOU including, but not limited to, all deliverables conceived or made either solely or jointly with others during the term of this MOU and during a period of six months after the termination thereof, which relates to the Projects. Work Products shall not include real property or capital improvements. Work Products includes all deliverables, inventions, innovations, improvements, or other works of authorship Sub-Recipient or Consultant(s) may conceive of or develop in the course of this MOU, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection.
b. Sub-Recipient shall submit one (1) electronic copy of all Work Products associated with the Projects to the assigned SCAG Project Manager.
c. SCAG shall own all Work Products. SCAG grants to Sub-Recipient a perpetual royalty-free, non-assignable, non-exclusive and irrevocable license to reproduce, publish or otherwise use Work Products related to the Projects and developed as part of this MOU; provided, however, that any reproduction, publishing, or reuse of the Work Products will be at Sub-Recipient’s sole risk and without liability or legal exposure to SCAG. d. Subject to any provisions of law, including but not limited to the California Public Records Act, all deliverables and related materials related to the Projects shall be held confidential by Sub-Recipient. Nothing furnished to SCAG which is otherwise known or is generally known, or has become known, to the related industry shall be deemed confidential. Sub-Recipient shall safeguard such confidential materials from unauthorized disclosure, using the same standard 6 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
of care to avoid disclosure as Sub-Recipient treats its confidential information, but in no case less than reasonable care.

13. Insurance
a. Sub-Recipient, at their own expense, shall procure and maintain policies of insurance, or provide evidence of self-insurance, of the types and amounts below, for the duration of the MOU. The policies shall state they afford primary coverage.

Insurance Type Requirements Limits
General Liability Commercial General Liability Not less than $5,000,000 per occurrence, insurance with coverage at least $10,000,000 general aggregate, for bodily as broad as Insurance Services injury, personal injury, and property damage.

Office form CG 00 01. The policy must include contractual liability that has not been amended. Any endorsement
restricting standard ISO “insured contract”
language will not be accepted.

Automobile
Liability
Automobile insurance at least as Covering bodily injury and property damage broad as Insurance Services
Office form CA 00 01.
for all activities of the Sub-Recipient arising
out of or in connection with work to be
performed under this MOU, including
coverage for any owned, hired, non-owned,
or rented vehicles, in an amount not less than
$1,000,000 combined single limit for each
accident.

Workers’ Workers’ Compensation
insurance as required by the
State of California and
Including Occupational Diseases in
accordance with California Law and
Employers’ Liability Insurance with a limit
Compensation/
Employer’s
Liability Employer’s Liability Insurance. of not less than $1,000,000 each accident.

Not required for sole proprietors
or Sub-Recipients with no
employees.

Professional
Liability
Insurance
Professional Liability (Errors
and Omissions) insurance
appropriate to the Sub-
With limits of not less than $3,000,000 per
occurrence. In addition, it shall be required
that the professional liability insurance policy
remain in effect for three (3) years after the
Completion Date of this MOU.

Recipient’s profession.

Builders Risk Upon commencement of Sub-Recipient shall purchase and maintain construction and with approval property insurance written on a builder’s risk of SCAG, Sub-Recipient shall “Special Form Cause of Loss” or equivalent obtain and maintain builder’s policy form in an amount not to exceed risk (course of construction) for amount of the Contract, plus the cost of the entire duration of the
Project. Not required for
Projects without construction.
materials supplied or installed by others on a
full replacement cost basis. The Builder’s
Risk policy shall include a soft cost
endorsement that covers soft costs equal to
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
Insurance Type Requirements Limits
twenty percent (20%) of the Contract’s full
value. Soft costs are defined as certain
expenses, in addition to labor and materials,
required to complete the Project that has been
delayed due to unexpected physical damage
and include, but are not limited to, the
following: legal/accounting fees, design or
other professional fees, financing costs, taxes,
general administration, lease expenses,
permit fees and insurance premiums. This
insurance shall include the interests of the
Additional Insureds as named below, Sub-
Recipient and the subcontractors of every tier
on the Project as insureds. The insurance
shall cover without limitation, loss or damage
to the Work arising from the perils covered
under “Special Form Cause of Loss” form
coverage including, without duplication of
coverage for theft, fire, lightning, explosion,
or hail, smoke, aircraft or vehicles, riot or
civil commotion, vandalism, malicious
mischief, collapse, earthquake, flood,
windstorm, false-work, testing and delay of
startup, temporary buildings, property in
transit and while stored at a temporary
location, debris removal including demolition
occasioned by enforcement of any applicable
legal requirements, and shall cover
reasonable compensation for Sub-Recipient’s
services and expenses required as a result of
such loss. During the Project construction
period, Sub-Recipient and its subcontractors
shall mutually waive all rights of recovery
against each other and against the Additional
Insureds identified below for damages caused
by fire or other perils covered by the Builders
Risk “Special Form Cause of Loss”
insurance. All applicable policies of
insurance covering the Work or the property
of the Sub-Recipient or subcontractor shall be
endorsed to provide a waiver of subrogation
in favor of the Additional Insureds identified
below, Sub-Recipient and all subcontractors
of every tier. Further, Sub-Recipient hereby
releases, and shall cause its subcontractors to
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Cooperative Agreement No. C-4-2053
Insurance Type Requirements Limits
release, the Indemnitees identified in section
14 from any and all claims, losses and
damages caused by fire or other perils
covered by the Builders Risk “Special Form
Cause of Loss” insurance. There shall be no
deductible or self-insured retention exceeding
$10,000.00 per loss, other than earthquake or
flood which may have deductible or self-
insured retentions not exceeding $50,000.00.

The policy may have sublimits not less than
the following: Earthquake $5,000,000.00
Flood $1,000,000.00
Pollution
Liability
Coverage shall provide for
liability arising out of sudden, $1,000,000 per claim and in the aggregate.

The policy limit shall be no less than
accidental, and gradual All activities contemplated in this MOU shall pollution, and remediation. Not be specifically scheduled on the policy as required for Projects without
construction.
“covered operations.” The policy shall
provide coverage for remediation of the site
in the event of an environmental
contamination event arising out of the
materials, supplies, products, work,
operations, or workmanship.

Products/
Completed
Operations
Coverage
Coverage shall extend a
minimum of three (3) years after insured for covered claims arising out of the project completion. Not required actions of independent contractors. If the for Projects without
construction.

Coverage shall be included on behalf of the
insured is using subcontractors, the Policy
must include work performed “by or on
behalf” of the insured. Policy shall contain no
language that would invalidate or remove the
insurer’s duty to defend or indemnify for
claims or suits expressly excluded from
coverage. Policy shall specifically provide for
a duty to defend on the part of the insurer.

SCAG, its officials, officers, agents, and
employees, shall be included as additional
insureds under the Products and Completed
Operations coverage.
b. Higher Limits: no representation is made that the minimum insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the sub-recipient under this agreement.
c. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
i. SCAG, its officials, employees, and volunteers are to be covered as additional insureds, as respects to liability arising out of the activities performed by or on behalf of Sub-Recipient; products and completed operations of Sub-Recipient; premises owned, occupied or used by Sub-Recipient; or automobiles owned leased, hired or borrowed by Sub-Recipient. The coverage shall contain no special limitations on the scope of protection afforded to SCAG, its officials and employees.
ii. For any claims related to this Project, Sub-Recipient’s insurance coverage shall be primary insurance as respects SCAG, its officials and employees. Any insurance or self-insurance maintained by SCAG shall be excess of Sub-Recipient’s insurance and shall not contribute with it.
iii. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to SCAG, its officials and employees. iv. Sub-Recipient’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. d. The Workers’ Compensation and Employer’s Liability policies shall include a waiver of subrogation endorsement in favor of SCAG, its, officials, employees, and volunteers. e. Any deductibles or self-insured retentions in amounts over $10,000 must be declared to and approved by SCAG.
f. Insurance is to be placed with California admitted insurers with a current A.M. Best’s rating of no less than A and be admitted, unless otherwise approved by SCAG. g. Sub-Recipient shall furnish SCAG with original endorsements and certificates of insurance evidencing coverage required by this clause. All documents are to be signed by a person authorized by that insurer to bind coverage on its behalf. All documents are to be received and approved by SCAG before work commences. Upon request of SCAG at any time, Sub- Recipient shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. h. Sub-Recipient agrees to ensure that its Consultant(s) provide the same minimum insurance coverage and endorsements required of Sub-recipient. Sub-Recipient agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. However, in the event Sub- Recipient’s Consultant(s) cannot comply with this requirement, which proof must be submitted to SCAG, Sub-Recipient shall be required to ensure that its Consultant(s) provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Consultant(s) scope of work and services, with limits less than required of the Sub-Recipient, but in all other terms consistent with the Sub-Recipient’s requirements under this MOU. This provision does not relieve Sub-Recipient of its contractual obligations under the MOU and/or limit its liability to the amount of insurance coverage provided by its Consultant(s). This provision is intended solely to provide Sub-Recipient with the ability to utilize Consultant(s) 10 | Page

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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of Sub-Recipient under this MOU given the limited scope of work or services provided by the Consultant(s). Sub-Recipient agrees that upon request, all agreements with Consultant(s) will be submitted to SCAG for review.

14. Indemnification
Sub-Recipient shall fully defend, indemnify and hold harmless SCAG, its members, officers, employees, and agents from any and all claims, losses, liabilities, damages, expenses, suits or actions including attorneys’ fees, brought forth or arising under any theories or assertions of liability, occurring by or resulting from or otherwise related to the Projects or this MOU. Such obligations shall not, however, extend to any claims, losses, liabilities, damages, expenses, suits or actions that arise from SCAG’s willful misconduct.

18. Records Retention
a. Sub-Recipient and its Consultant(s) shall maintain all source documents, books and records connected with the Projects, all procurements related to the Projects, all work performed under this MOU, and evidence demonstrating the funding was used for the appropriate purposes for a minimum of five (5) years after December 31, 2026. Wherever practicable, such records should be collected, transmitted, and stored in open and machine-readable formats. b. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, all records shall be retained by Sub-Recipient and its Consultant(s) for five (5) years after: (a) the conclusion or resolution of the matter; (b) the date an audit resolution is achieved for each annual SCAG OWP; or (c) December 31, 2026, whichever is later.

19. Monitoring and Audits
a. SCAG may monitor expenditures and activities of Sub-Recipient and its Consultant(s) as SCAG deems necessary to ensure compliance with the MOU, the Statutes, the REAP 2.0 Guidelines and the Program Guidelines.
b. At any time during the term of this MOU, SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives may perform or cause to be performed a financial audit of any and all phases of the Projects. At their request, Sub-Recipient shall provide, at its own expense, a financial audit prepared by an independent certified public accountant.
c. Sub-Recipient agrees that SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives shall have the right to review, obtain, and copy all records and supporting documentation related to the performance of this MOU. Sub-Recipient agrees to provide any relevant information requested. Copies shall be made and furnished to SCAG upon request at no cost to SCAG. 11 | Page

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Cooperative Agreement No. C-4-2053
d. Sub-Recipient agrees to permit SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this MOU, the Statutes, the REAP 2.0 Guidelines, or applicable state and federal laws, rules, and regulations. e. If there are audit findings from SCAG or HCD’s audit, Sub-Recipient must submit a detailed response acceptable to SCAG or HCD for each audit finding within ninety (90) days of the audit finding report.

21. Compliance with Laws, Rules, and Regulations
a. Sub-Recipient agrees to comply with all federal, state and local laws, rules and regulations applicable to this MOU.
b. Non-Discrimination/Equal Employment Opportunity
i. During the performance of this MOU, Sub-Recipient assures that no person shall be denied the MOU’s benefits, be excluded from participation or employment, be denied Project benefits, or be subjected to discrimination based on race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, under the Projects or any program or activity funded by this MOU, as required by Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. §§ 3601-20) and all implementing regulations, the Americans with Disabilities Act (“ADA”) of 1990 (42 U.S.C. §§ 12101 et seq.) and all applicable regulations and guidelines issued pursuant to the ADA, and the Age Discrimination Act of 1975 and all implementing regulations. Sub-Recipient shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. ii. Sub-Recipient shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs. tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§ 11135-11139.5), and the regulations or standards adopted by HCD to implement such article.
iii. Sub-Recipient shall permit access by representatives of the Department of Fair Employment and Housing, SCAG, and HCD upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as the Department of Fair Employment and Housing, SCAG, or HCD shall require to ascertain compliance with this Section.
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Cooperative Agreement No. C-4-2053
iv. Sub-Recipient shall give written notice of its obligations under this Section to labor organizations with which they have a collective bargaining or other agreement. v. Sub-Recipient shall adopt and implement affirmative processes and procedures that provide information, outreach and promotion of opportunities in the Projects to encourage participation of all persons regardless of race, color, national origin, sex, religion, familial status, or disability. This includes, but is not limited to, a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, as required by 24 C.F.R. § 92.351. c. Recycling Certification. Sub-Recipient shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to SCAG regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code § 12205).
d. Anti-Trust Claims. Sub-Recipient, by signing this MOU, hereby certifies that if these services or goods are obtained by means of a competitive bid, the Sub-Recipient shall comply with Title 1, Division 5, Chapter 11 of the California Government Code (Gov. Code §§ 4550-4554). e. Child Support Compliance Act. If the Grant Funds provided under this MOU are in excess of $100,000, Sub-Recipient acknowledges in accordance with Public Contract Code 7110, that:
i. Sub-Recipient recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and
ii. Sub-Recipient, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. f. Priority Hiring Considerations. If this MOU includes services in excess of $200,000, the Sub- Recipient shall give priority consideration in filling vacancies in positions funded by the MOU to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.
g. Loss Leader. If this MOU involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC §10344(e).)
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053

22. Public Works and Construction
Without limiting the generality of Section 21.a., Sub-Recipient agrees to ensure compliance with all applicable legal authority regarding construction standards and requirements, including but not limited to the following:
a. Labor Code Requirements
i. Sub-Recipient is hereby put on notice that the one or more of the Projects under the MOU may qualify as a public works project and Sub-Recipient will therefore be required to determine whether the Project falls under a classification that would require payment of prevailing wages. Services constituting public works are described in California Labor Code Sections 1720-1861, as may be amended or recodified by legislative action from time-to-time.
ii. If a Project qualifies as a public works project, Sub-Recipient shall be the Awarding Body for the public works project and required to comply with all requirements applicable to the Awarding Body.
iii. If Sub-Recipient or its Consultant(s) will perform services that require payment of prevailing wages, they are required to register with the California Department of Industrial Relations (DIR) in order to be compliant with the law. Neither Sub-Recipient nor its Consultant(s) may work on a public works project without a current and active DIR registration.
iv. In the event that Sub-Recipient or its Consultant(s) engages in the performance of a public work under this MOU as defined by Labor Code Section 1770 et seq., Sub-Recipient and its Consultant(s) shall be required to cause such employees who are entitled to prevailing wages, to be paid the required wage amounts pursuant to applicable state law. Sub- Recipient and its Consultant(s) shall ensure compliance with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. v. Sub-Recipient further acknowledges that any work that qualifies as a public work within the meaning of California Labor Code Section 1720 shall require Sub-Recipient and its Consultant(s) to comply with the provisions of California Labor Code Sections 1775 et seq. Sub-Recipient agrees to ensure compliance with Labor Code Section 1776 regarding retention and inspection of payroll records and noncompliance penalties, Labor Code Section 1777.5 regarding employment of registered apprentices, and Labor Code Section 1813 regarding forfeiture for violations of the maximum hours per day and per week provisions contained in the same chapter.
b. Sub-Recipient shall comply with all applicable federal, state, and local procurement requirements for public works and construction projects and shall advertise, open bids, award, and approve all construction contracts in accordance with the California Public Contract Code and the California Labor Code.
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Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
c. All construction contracts for the Projects shall be administered and managed by Sub- Recipient. Sub-Recipient shall prepare or have prepared a detailed schedule of performance for the Projects, ensuring that all construction is completed within the timeline allowed by the MOU. Sub-Recipient shall be responsible for requiring the construction contractor to furnish any applicable labor and material bonds and payments and performance bonds naming the Sub- Recipient as obligee, and SCAG as additional obligee, or an insurance policy in lieu of such bonds.
d. Sub-Recipient agrees to procure any and all permits, licenses and approvals necessary to complete the Projects, including those necessary to perform design, construction, operation and maintenance, and to comply with all California Environmental Quality Act requirements applicable to the Projects. Sub-Recipient shall pay all charges and fees and give all notices necessary or incidental to the Projects.
e. Sub-Recipient shall prepare, or have prepared, all plans, specifications and estimates for the Projects and ensure that the Projects comply with all applicable federal and state accessibility requirements, including but not limited to the Americans with Disabilities Act, including its implementing regulations at 24 CFR Part 8 and any amendments, and California Government Code Section 4450, and applicable requirements and guidance provided in Title 24 of the California Code of Regulations, for the construction of buildings, structures, sidewalks, curbs and related facilities for accessibility and usability. f. Sub-Recipient shall conduct all necessary due diligence for the Projects, including but not limited to performing necessary environmental assessments/review of environmental hazard reports, conducting engineer/geotechnical review, commissioning title reports to identify and evaluate the condition of title and encumbrances on the subject property, determining the entity(ies) with site control, including whether any third parties have ownership or site control rights, and determining the suitability for the Project. g. Sub-Recipient shall ensure any contractors or subcontractors are paid in accordance with applicable laws and regulations.
h. Sub-Recipient shall comply with the procedure set forth in Public Contracts Code Section 9204 for processing contractor claims, paying undisputed amounts, and requiring mediation of disputed amounts.
i. Sub-Recipient shall be responsible for ensuring ongoing maintenance of the Projects after completion. SCAG shall not be responsible for ongoing maintenance of the Projects after completion.

23. Conflict of Interest
The Parties shall comply with all applicable federal and state conflict of interest laws, regulations, and policies.
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Cooperative Agreement No. C-4-2053

24. Independent Contractor
Sub-Recipient and its Consultant(s) shall be independent contractors in the performance of this MOU, and not officers, employees, or agents of SCAG.

25. Assignment
Neither Party shall assign any rights or interests in this MOU, or any part thereof, without the written consent of each Party to this MOU, which consent may be granted, withheld or conditioned in the consenting Party’s sole and absolute discretion. Any assignment without such written consent shall be void and unenforceable. The covenants and agreement of this MOU shall inure to the benefit of and shall be binding upon each of the Parties and their respective successors and assignees.

26. Release of Information
Sub-Recipient shall not release any information or Work Products to a third party or otherwise publish or utilize any information or Work Products obtained or produced by it as a result of or in connection with the performance of services under this MOU without the prior written authorization of SCAG, except as provided under this MOU or as required by law (including, without limitation, pursuant to the California Public Records Act).

All public-facing communications materials relating to this MOU or its subject matter shall acknowledge SCAG. Communications materials include, but are not limited to, site signage, printed information materials, print and online publications, websites, advertisements, video, public service announcements, social media postings, events, media advisories, news releases, and all other related materials.

To ensure consistency of public information about SCAG programs and funded work products, Sub-Recipient is required to notify and coordinate with SCAG’s Manager of Media & Public Affairs or a specified designee on any media inquiries or plans for proactively providing information to media outlets.

All communication materials must be provided to SCAG prior to completion so that inclusion of this element can be confirmed. SCAG will reply within three business days; if no reply is received, the Sub-Recipient can proceed without comments.

SCAG Communication Contact:

Alisha James
[email protected]
(213) 236-1884
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CITY OF SANTA ANA FY 24/25CIP

CAPITAL IMPROVEMENT PROJECT WORKSHEET
PROJECT DESCRIPTION:

The First Street Boulevard Multimodal Study Project will look at options to enhance the City’s planned improvements for First Street by assessing the feasibility of infrastructure improvements through robust community outreach efforts and field data analyses.

PROJECT NEED:

As per the approved GP update, First Street is envisioned to go from a 6-vehicle travel lane, divided roadway to a 4-vehicle travel lane divided roadway with bicycle infrastructure and enhanced pedestrian sidewalks. These potential improvements will benefit the Santa Ana residents who utilize OCTA’s Route 64, one of the highest ridership bus routes in Orange County. Route 64 services Orange County bus riders from Westminster Mall, to the west, to Larwin Square Shopping Mall, to the east, in Tustin while traversing right through the heart of the City of Santa Ana on First Street. The route consists of approximately 90 stops covering both directions with nearly 50 of them in Santa Ana.

PROJECT TITLE:

First Street Multimodal Boulevard
Study Project
PROJECT CATEGORY:

Traffic Improvements
Traffic Improvements

LOCATION MAP
AGENCY: DIVISION: CONTACT: DATE:

Public Works Traffic Engineering Ruben Castaneda, Senior Engineer 21-Jan-2025 PROJECT COSTS FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 Construction 3,870,000 - - - - - -
Engineering 430,000 - - - - - -
TOTAL 4,300,000 - - - - - -
SOURCE OF FUNDS FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 ATP 4,300,000 - - - - - -
TOTAL 4,300,000 - - - - - -
EXHIBIT 3

City Council
15 –
52 2/18/2025

City Manager’s Office
www.santa-ana.org/cm
Item # 16
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
February 18, 2025
TOPIC: Ordinance Prohibiting Agreements, Contracts, or Grants to Immediate Family Members of City Officials - Second Reading

AGENDA TITLE
Second Reading of Ordinance of the City Council of the City of Santa Ana Amending Chapter 2 of the Santa Ana Municipal Code by Adding Section 2-112 Prohibiting the Award of Agreements, Contracts, or Grants to Immediate Family Members of the Mayor, City Council Members, or City Officials (Second Reading) First Reading at the February 4, 2025 City Council meeting and approved by an unanimous vote of 7-0. Legal notice was published in the OC Reporter on February 10, 2025.

RECOMMENDED ACTION
Conduct a second reading and adopt an ordinance amending Chapter 2 of the Santa Ana Municipal Code by adding Section 2-112, which prohibits awarding agreements, contracts, or grants to immediate family members of the Mayor, City Council Members, or City Officials.

ORDINANCE NO. NS-3077 entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE BY ADDING A NEW SECTION 2-112 CONCERNING THE PROHIBITION

AGAINST AWARDING OF AGREEMENTS, CONTRACTS OR GRANTS TO ANY

IMMEDIATE FAMILY MEMBER OF THE MAYOR, CITY COUNCIL MEMBERS, OR

CITY OFFICIALS
GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
At the February 4, 2025 meeting, the City Council conducted the first reading of the ordinance amending Chapter 2 of the Santa Ana Municipal Code adding Section 2-112, prohibiting the award of agreements, contracts, or grants to immediate family members of the Mayor, City Council Members, or City Officials including appointed board and

City Council
16 –
1 2/18/2025

Ordinance Prohibiting Agreements, Contracts, or Grants to Immediate Family Members of City Officials - Second Reading
February 18, 2025

4 8
4 7
commission members, as defined under Article IV – Officers, Departments, Boards, and Commissions (Sec. 2-300 to 2-699).

No changes to the ordinance were made by the City Council. A copy of the ordinance for second reading is attached to this report as Exhibit 1.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. Ordinance No. NS-XXX: An Ordinance of the City Council of the City of Santa Ana Amending Chapter 2 of the Santa Ana Municipal Code by Adding Section 2-112 Prohibiting the Award of Agreements, Contracts, or Grants to Immediate Family Members of the Mayor, City Council Members, or City Officials.

Submitted By: Sylvia Vazquez, Deputy City Manager
Approved By: Alvaro Nuñez, City Manager

City Council
16 –
2 2/18/2025

SRC 2/18/25
Ordinance No. NS-xxx

ORDINANCE NO. NS-XXX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA AMENDING CHAPTER 2 OF THE SANTA ANA
MUNICIPAL CODE BY ADDING A NEW SECTION 2 -112

CONCERNING THE PROHIBITION AGAINST AWARDING

OF AGREEMENTS, CONTRACTS OR GRANTS TO ANY

IMMEDIATE FAMILY MEMBER OF THE MAYOR, CITY

COUNCIL MEMBERS, OR CITY OFFICIALS

THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN
AS FOLLOWS:

Section 1. Chapter 2 of the Santa Ana Municipal Code is hereby amended by adding a new section, Section 2-112 to read as follows:

“Sec. 2-112. – Prohibition Against Awarding Agreements, Contracts or Grants to Immediate Family Members of Mayor, Council Members, or City Officials

a. “The City, and any person authorized to act on behalf of the City, is prohibited from awarding any agreement, contract, grant, or any amendment(s) to said awards, for the purpose or receipt of any financial benefit or interest, to an immediate family member of the Mayor, Council Member, or City officials, including appoin ted board and commission members, as defined under Article IV – Officers, Departments, Boards, and Commissions (Sec. 2-300 to 2-699).

b. For purposes of this section 2 -112, the term immediate family member shall include, but is not limited to, spouse, domestic partner, romantic cohabitant, child, stepchild, grandchild, step grandchild, parent, stepparent, mother -in- law, father-in-law, son -in-law, daughter -in-law, grandparent, great grandparent, brother, sister, half-brother, half-sister, stepsibling, brother-in-law, and sister-in- law.
c. For purposes of this section 2-112, the term financial benefit or interest shall include any direct or indirect financial interest in the specific contract, agreement, or grant, including any commissions, fees, share of th e proceeds, prospect of a promotion or future employment, a profit, or any other form of financial award.

d. The City shall incorporate into all agreements, contracts, or grants, a non - collusion provision reflecting the prohibitions detailed in Section 2-112 herein, including the requirement that any awarded Vendor, Contractor, Entity, or Grantee shall also comply with Section 2-112, and such compliance shall also involve the awarding of any subcontract for the purchase of goods or services with any funds from stemming from the contract, agreement, or grant.

Section 2. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court

City Council
16 –
3 2/18/2025

SRC 2/18/25
Ordinance No. NS-xxx