1. Services Agreement - CNS — Vernon City Council, March 17, 2026

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CNS
ENGINEERS, INC. FOR THE DESIGN OF THE REHABILITATION OF THE ATLANTIC BLVD. BRIDGE OVER THE LOS ANGELES RIVER

COVER PAGE
Contractor:

Responsible Principal of Contractor:

Notice Information - Contractor:

Manager/Principal
Notice Information - City:

Commencement Date:

Termination Date:

Consideration:

Records Retention Period
CNS Engineers, Inc.

James Lu, P.E., S.E., Project
Manager/Principal
CNS Engineers, Inc.
11870 Pierce Street, Suite 3265
Riverside, CA 92505
Attention: James Lu, P.E., Project
Email: [email protected]
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Daniel Wall, P.E.

Director of Public Works
Telephone: (323) 583-8811 ext. 305
January 1, 2026
December 31, 2028
Total not to exceed $354,697.00
(includes all applicable sales tax); and
more particularly described in Exhibit B
Three (3) years, pursuant to Section

11.20 CNS Engineers, Inc.

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SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CNS
ENGINEERS, INC. FOR THE DESIGN OF THE REHABILITATION OF THE ATLANTIC BLVD. BRIDGE OVER THE LOS ANGELES RIVER
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and CNS Engineers, Inc., a California corporation (“Contractor”).

The City and Contractor agree as follows:

1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on March 17, 2026.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth Contractor's proposal to the City ("Proposal") dated December 10, 2025, Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.

2.2 All services shall be performed to the satisfaction of City.

2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.

CNS Engineers, Inc.

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4.0 TERM. The term of this Agreement shall commence on January 1, 2026, and it shall continue until December 31, 2028, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $354,697.00 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

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5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement.

Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

6.6 Payment of such invoices shall be payment in full for all services, CNS Engineers, Inc.

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authorized costs, and authorized extra work covered by that invoice.

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.

8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representative, or employees. The policies shall state that they afford primary coverage.

10.1 Automobile Liability Insurance – Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired, and non-owned automobiles or any auto. The policy shall have a combined single limit of not less than one million dollars ($1,000,000). If Contractor is transporting one or more nonemployee passengers in the performance of the services, the automobile liability policy CNS Engineers, Inc.

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shall have a combined single limit of two million dollars ($2,000,000). If Contractor owns no autos, a hired, non-owned auto endorsement to the General Liability policy is acceptable.

10.1.1 Contractor agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and, under the Contractors’ policy, there shall be a waiver of subrogation, and the policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

10.2 Commercial General Liability Insurance – Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a single limit of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate limit written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" Form CG 00 01 or its equivalent for coverage on an occurrence basis. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds with respect to liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

The policy shall be endorsed to include a waiver of subrogation.

CNS Engineers, Inc.

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10.2.1 If Contractor intends to employ other contractors as part of the services rendered, the City must approve and will establish the appropriate insurance requirements.

10.2.2 Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services.

10.3 Professional Errors and Omissions Coverage in a sum of not less than one million dollars ($1,000,000), where such risk is applicable. Applicable aggregate must be identified and claims history provided to determine amounts remaining under the aggregates. Contractor shall maintain such coverage for at least one (1) year after the termination of this agreement.

10.4 Umbrella Liability Insurance – An umbrella (over primary) may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage and personal injury/advertising injury and shall include a “dropdown” provision providing primary coverage for any liability not covered by the primary policy. The umbrella policy shall have no additional exclusion or coverage difference from the primary policy. The coverage shall also apply to automobile liability.

10.5 Workers’ Compensation/Employers Liability - Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners:

10.5.1 Provide a copy of the permissive self-insurance certificate approved by the State of California; or

10.5.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance CNS Engineers, Inc.

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with a limit of one million dollars ($1,000,000) per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement or

10.5.3 If Contractor has no employees, it may certify or warrant to the City that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code, and the requirement for Workers’ Compensation coverage will be waived by completing the waiver form provided by the City.

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

10.7 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days prior written notice to City.

10.8 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. Any self-insured retention or deductible in excess of $25,000 must be approved in advance by the City. Any policies written on a claims-based basis must include a minimum of a 3-year tail.

10.9 Prior to the commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to evidence coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies upon request.

10.10 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with CNS Engineers, Inc.

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collection rights for premiums, attorney's fees, and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any
subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize CNS Engineers, Inc.

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in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other CNS Engineers, Inc.

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of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.

11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the CNS Engineers, Inc.

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State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be
changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail.

11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning.

There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.

11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby
represents and warrants to the City that the Contractor has the right, power, legal CNS Engineers, Inc.

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capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.

11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.

11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.

If to the City:

City of Vernon
Attention: Daniel Wall, P.E., Director of Public Works
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

CNS Engineers, Inc.

Attention: James Lu, P.E., S.E, President
11870 Pierce Street, Suite 265
Riverside, CA 92505
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or CNS Engineers, Inc.

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incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely CNS Engineers, Inc.

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and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

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

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.

The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

The Contractor shall maintain all such records in the City of Vernon.

If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, CNS Engineers, Inc.

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explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities.

Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”.
[Signatures Begin on Next Page].

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.

City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Brian Saeki, City Administrator
CNS Engineers Inc., a California
corporation
By:

Name: James Lu, P.E.

Title: President
ATTEST:
_______________________________
Genoveva Rocha, City Clerk
By:

Name:

Title:

APPROVED AS TO FORM:
_______________________________
Zaynah Moussa-Milward,
City Attorney
Hui-Min Huang
CFO
CNS Engineers, Inc.

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EXHIBIT A

CONTRACTOR'S PROPOSAL
Civil and Structural Engineers
11870 Pierce Street, Suite 265, Riverside, CA 92505
Phone: (951) 687-1005 / Fax: (951) 667-3387 / Web: www.cnseng.com December 10, 2025
Mr. Daniel Wall, P.E.

Director of Public Works
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Subject: Rehabilitation of Atlantic Blvd. Bridge over the Los Angeles River Request for Contract Amendment No. 16
Dear Mr. Wall:

To complete the proposed project in PE Phase, we request an amendment for extra work as follows:

1. Extend the Professional Service Agreement (PSA) from December 31, 2025, to December 31, 2028:

CNS’s PSA will expire on December 31, 2025. The project has completed the design; however, there are several pending items listed below to be continuously coordinated and completed before the project is certified by Caltrans and ready for construction advertising:
 Continue coordination to close acquisition escrow and record easements for the impacted LADWP properties (6304-007-274 and 6314-033-271). Per discussion with LADPW, possession of a temporary user agreement for both street permanent easement and temporary construction easement will be obtained for Caltrans right-of-way certification while a license agreement will be processed through the Board, which may take a while.  Finalize acquisition and record the easements in the Magellan Atlantic property (APN 6314-033 and 005). A temporary user agreement is in possession for Caltrans’ right-of-way certification.

The property owner requests updating the older appraisal, and subsequently the acquisition will be finalized, and the escrow will be closed.
 Continue coordination to execute the BNSF Railroad Construction and Management (C&M) Agreement that addresses all railroad-related costs. Approval of the design is expected in March 2026, and the C&M Agreement will be materialized. No more major comments are expected.  Obtain the CPUC GO 88B Construction Permit. Additional minor CPUC comments will be addressed. No more major comments are expected.
 Continue coordinating with the City and SCE to obtain utility design permits from BNSF. The permits are for the temporary electric overhead shoofly and the permanent electric underground casings across the at-grade rail crossings, which were prepared by the City’s electric consultant (Petrelli Electric). The two permitting applications have been submitted for review by BNSF.  Continue obtaining a conditional encroachment permit from Caltrans District 7 for traffic controls at the I-710/Bandini Interchange involving a 4-day street closure in two weekends to replace the rail crossings adjacent to the bridge.
 Coordinate with neighboring cities (Maywood, Bell and Commerce) as needed for approval of traffic control plans.
 Complete utility relocation coordination involving the City, SCE and Maywood Mutual Water Company #3.
 Obtain the Right of Way Certification from Caltrans.
 Extend ACOE 408 and 404 Permits.
 Assist the City in obtaining Construction Authorization from Caltrans.

Mr. Daniel Wall
December 10, 2025

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 Provide additional project coordination and attend additional Teams meetings for one year.

2. Engineering Design Modification to Implement the 2025 Caltrans Construction Contract Standards

3. Project Schedule: This amendment is necessary due to the delay associated with the lengthy coordination with BNSF, LADWP, relocation of SCE Communication Line, and addition of a temporary Electric Overhead Shoofly. It is expected that all project components will be completed by June 2026, and the right of way can be certified by Caltrans by August 2026.

The estimated cost for all additional efforts to extend the PSA is $86,760.81.

Current Remaining Contract Amount: $267,935.01
Proposed New Amendment: $86,760.81
Total Proposed Amended Contract Amount: $354,695.82
We look forward to receiving the city’s approval for this contract amendment. Should you have any questions about this proposal, please feel free to contact me at (951) 687-1005 ext.104 or by e-mail at [email protected].

Sincerely,
James Lu, P.E., S.E.

Project Manager / Principal
CNS Engineers, Inc.

Attachment: Cost proposal backup details
Local Assistance Procedures Manual
Date:

DIRECT LABOR Hourly Rate
Range Hours Total
24 @ 117.84 $ 2,828.16 $
16 @ 83.00 $ 1,328.00 $
8 @ 63.50 $ 508.00 $
16 @ 82.00 $ 1,312.00 $
8 @ 52.00 $ 416.00 $
0 @ - $ - $
0 @ - $ - $
Total Direct Labor Costs (DLC)
Rate Total
* %
Total Fringe Benefits (FB)
INDIRECT COSTS Total
Overhead (OH) * % *
General and Administrative (G&A) * % *
Total (* Combined FB, OH and G&A) 137.07 % 8,761.73 $
Total Indirect Costs (IC)
FEE (PROFIT) Rate Total
10 % 1,515.39 $
Fee (DLC+FB+IC)

ESTIMATED OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction and Binding - $

2. Conference Calls - $

3. Transportation / Travel (Mileage will be IRS standard rate.) - $

4. Overnight Deliveries - $
Total Other Direct Costs
$ 16,669.28

SUBCONTRACTOR COSTS
KOA Corporation (Traffic) - $
Overland , Pacific & Cutler (Right of Way Appraisal and Acquisition) 28,201.44 $ Stantec (Roadway, Right of Way Easements, Regulatory Permits) 12,033.04 $ RailPros (Railroad) 29,857.05 $
Converse (Geotechnical) - $
GPA (Environmental) - $
Total Subcontractor Costs

TOTAL CONTRACT COST
Senior Bridge Engineer
Bridge Project Engineer
Senior CADD Designer
Project Manager (PM) / Principal
Bridge Engineer James Lu
Senior Roadway Engineer / Deputy
PM
Project Name:

Consultant:

Hourly Rate
Classification Name (2026)
Rehabilitation of Atlantic Blvd. Bridge over the Los Angeles River CNS Engineers, Inc. (Prime Consultant)
EXHIBIT 10-H

CITY OF VERNON

COST PROPOSAL
Federal Project No. 5139 (010)
Caltrans EA No. 0793210L 12/10/2025
Subtotal Direct Labor Costs 6,392.16 $
Anticipated Salary Increases (0.0%) (Escalation) - $
$ 70,091.53
$ 86,760.81
$ 6,392.16

FRINGE BENEFITS
$ -
$ 8,761.73
$ 1,515.39
$ -
Prime Consultant (CNS) Cost:

Cost Proposal
Note: Mark-ups are Not Allowed Prime Consultant Subconsultant 2nd Tier Subconsultant Consultant
Project No. Contract No. Date

DIRECT LABOR
Hours Actual Hourly
Rate Total
6 $93.50 $561.00
4 $110.58 $442.32
20 $100.49 $2,009.80
10 $69.24 $692.40
20 $44.54 $890.80
12 $34.91 $418.92
4 $24.16 $96.64
$0.00 $0.00
LABOR COSTS Total Hours 0
a) Subtotal Direct Labor Costs $5,111.88
b) Anticipated Salary Increases (see page 2 for calculation) $0.00 c) TOTAL DIRECT LABOR COSTS [(a) + (b)] $5,111.88

INDIRECT COSTS
d) Fringe Benefits (Rate: 0.00% ) e) Total Fringe Benefits [(c) x (d)] $0.00 f) Overhead (Rate: 149.00% ) g) Overhead [(c) x (f)] $7,616.70 h) General and Administrative (Rate: 0.00% ) i) Gen & Admin [(c) x (h)] $0.00 j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] $7,616.70
FIXED FEE (Rate: 10.00% ) k) TOTAL FIXED FEE [(c) + (j)] x (q)] $1,272.86 l)
Unit Unit Cost Total
mile $0.00
lump sum $0.00
each $0.00
$0.00
$ 22,200.00
$14,200.00
TOTAL COST [(c) + (j) + (k) + (n)] $28,201.44
Utility Coordinator Juliana Cervantes
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l)+(m)] NOTES:

1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. annual accounting period and established by a cognizant agency or accepted by Caltrans.

3. Anticipated salary increases calculation (page 2) must accompany.

Special Deliveries 0
Reproduction 0
Administrative Assistant Ariana Ojeda
l) TOTAL OTHER DIRECT COSTS
COST PROPOSAL Page 1 OF 3

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES)
Description of Item Quantity
Mileage Costs 0
Senior Project Manager Roy Guinaldo
Cindy Hernandez
Senior Agent Katie Quick
Project Coordinator
Classification/Title Name
Senior Utility Manager Robert Zordani
Senior Program Manager Vicky Cook
February 2026
Appraisal $8,000 and Appraial Review $6,200 to acquire easements on 3030 Atlantic (APN 6314-033-003&005) Local Assistance Procedures Manual
Date:

Stantec Consulting, Inc.

DIRECT LABOR Hourly Rate
Range Hours Total
4 @ $ 108.19 $ 432.76
40 @ $ 72.40 $ 2,896.00
4 @ $ 46.35 $ 185.40
Total Direct Labor Costs (DLC)
Rate Total
52% % $ 1,820.69
Total Fringe Benefits (FB)
INDIRECT COSTS Total
Overhead (OH) 107.67% % $ 3,783.59
General and Administrative (G&A) * % *
Total (* Combined OH and G&A) 159% % *
Total Indirect Costs (IC)
FEE (PROFIT) Rate Total
10 % $ 1,093.91
Fee (DLC+FB+IC)

ESTIMATED OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction and Binding $ -

2. Plotting $ -

3. Transportation / Travel (Mileage will be IRS standard rate.) $ -

4. Overnight Deliveries $ -

5. 2-man Field Survey Truck and Equipment $ -
Total Other Direct Costs

SUBCONTRACTOR COSTS
Potholing
Aerial Mapping
TOTAL COST $ 12,033.04
Anticipated Salary Increases (3.35 %) (Escalation) $ -
$ 3,514.16

FRINGE BENEFITS
$ 1,820.69
$ 5,604.28
$ 1,093.91
$ -
$ -
$ -
$ 3,514.16
Administrative Services Connie Woodward
Subtotal Direct Labor Costs
Stantec Team Leader Sherry Weinmeier
Roadway Design Lead Susan Reid
Project Name: Atlantic Blvd. Bridge over the Los Angeles River Consultant:

Hourly Rate
Classification Name (2026)
EXHIBIT 10-H

CITY OF VERNON
COST PROPOSAL FOR 2026 CONTRACT EXTENSION, MISC
Federal Project No.:

Caltrans EA No.: 1/15/2026
Local Assistance Procedures Manual
Date:

RailPros, Inc.

DIRECT LABOR Hourly Rate
Range Hours Total
28 @ $ 107.00 $ 2,996.00
20 @ $ 93.00 $ 1,860.00
62 @ $ 54.00 $ 3,348.00
22 @ $ 50.00 $ 1,100.00
22 @ $ 53.00 $ 1,166.00
@ $ -
@ $ -
Total Direct Labor Costs (DLC)
Rate Total
* %
Total Fringe Benefits (FB)
INDIRECT COSTS Total
Overhead (OH) * % *
General and Administrative (G&A) * % *
Total (* Combined FB, OH and G&A) 150 % $ 16,231.12
Total Indirect Costs (IC)
FEE (PROFIT) Rate Total
10 % $ 2,705.19
Fee (DLC+FB+IC)

ESTIMATED OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction and Binding/permitting $ 100.00

2. Plotting $ -

3. Transportation / Travel (Mileage will be IRS standard rate.) 0 miles/trip; 0 trips $ -

4. Overnight Deliveries $ -

5. Video Survey $ -
Total Other Direct Costs

SUBCONTRACTOR COSTS
Total Cost
Hourly Rate
Classification Name (2024)
EXHIBIT 10-H

CITY OF VERNON

COST PROPOSAL
Federal Project No.:

Caltrans EA No.: 1/15/2026
Project Name: Atlantic Blvd. Bridge over the Los Angeles River Consultant:

Civil Designer K. Ablan
Subtotal Direct Labor Costs
Project Manager R. Williams
Traffic Designer J. Donaldson
Traffic CAD R. Li
Traffic Engineer A. Azimi
$ 29,857.05 ADDITIONAL AUTHORIZATION REQUESTED FOR TOTAL COST TO COMPLETE AND AMENDMENT No. 8:
$ -
$ 16,231.12
$ 2,705.19
$ 100.00
$ 29,857.05

FRINGE BENEFITS
Anticipated Salary Increases (3.35%) (Escalation)
$ 10,470.00
$ 350.75
$ 10,820.75
CNS Engineers, Inc.

Services Agreement

Page 19 of 20 ends

______________________

EXHIBIT B

SCHEDULE
Local Assistance Procedures Manual
Date:

ESTIMATED OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction and Binding - $

2. Conference Calls - $

3. Transportation / Travel (Mileage will be IRS standard rate.) - $

4. Overnight Deliveries - $
Total Other Direct Costs
$ 16,669.28

TOTAL CONTRACT COST
Senior Bridge Engineer
Bridge Project Engineer
Senior CADD Designer
Project Manager (PM) / Principal
Bridge Engineer James Lu
Senior Roadway Engineer / Deputy
PM
Project Name:

Consultant:

Hourly Rate
Classification Name (2026)
Rehabilitation of Atlantic Blvd. Bridge over the Los Angeles River CNS Engineers, Inc. (Prime Consultant)
EXHIBIT 10-H

CITY OF VERNON

FRINGE BENEFITS
$ -
$ 8,761.73
$ 1,515.39
$ -
Prime Consultant (CNS) Cost:

Cost Proposal
Note: Mark-ups are Not Allowed Prime Consultant Subconsultant 2nd Tier Subconsultant Consultant
Project No. Contract No. Date

3. Anticipated salary increases calculation (page 2) must accompany.

Special Deliveries 0
Reproduction 0
Administrative Assistant Ariana Ojeda
l) TOTAL OTHER DIRECT COSTS
COST PROPOSAL Page 1 OF 3

Stantec Consulting, Inc.

ESTIMATED OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction and Binding $ -

2. Plotting $ -

3. Transportation / Travel (Mileage will be IRS standard rate.) $ -

4. Overnight Deliveries $ -

5. 2-man Field Survey Truck and Equipment $ -
Total Other Direct Costs

SUBCONTRACTOR COSTS
Potholing
Aerial Mapping
TOTAL COST $ 12,033.04
Anticipated Salary Increases (3.35 %) (Escalation) $ -
$ 3,514.16

Hourly Rate
Classification Name (2026)
EXHIBIT 10-H

CITY OF VERNON
COST PROPOSAL FOR 2026 CONTRACT EXTENSION, MISC
Federal Project No.:

Caltrans EA No.: 1/15/2026
Local Assistance Procedures Manual
Date:

RailPros, Inc.

ESTIMATED OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction and Binding/permitting $ 100.00

2. Plotting $ -

3. Transportation / Travel (Mileage will be IRS standard rate.) 0 miles/trip; 0 trips $ -

4. Overnight Deliveries $ -

5. Video Survey $ -
Total Other Direct Costs

SUBCONTRACTOR COSTS
Total Cost
Hourly Rate
Classification Name (2024)
EXHIBIT 10-H

CITY OF VERNON

COST PROPOSAL
Federal Project No.:

Caltrans EA No.: 1/15/2026
Project Name: Atlantic Blvd. Bridge over the Los Angeles River Consultant:

FRINGE BENEFITS
Anticipated Salary Increases (3.35%) (Escalation)
$ 10,470.00
$ 350.75
$ 10,820.75
CNS Engineers, Inc.

Services Agreement

Page 20 of 20 ends

______________________

EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.

Vernon City CouncilMarch 17, 2026

Vernon City Council
March 17, 2026