Yorba Linda City Council
September 16, 2025

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 13
insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator. c. Additional Insured; Primary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City, its officers, employees, agents, authorized volunteers, and their respective insurers. d. Deductibles and Self-Insured Retentions. Contractor shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Contractor may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Contractor procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. e. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
f. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 14

4.6 Payment and Performance Bonds. Concurrently with execution of this Agreement, Contractor shall deliver to City a payment (labor and materials) bond and a performance bond, each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secure the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of this Agreement and shall be null and void only if Contractor promptly and faithfully performs all terms and conditions of this Agreement. Payment and performance bonds shall be secured from a surety company rated Grade “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Contract Administrator due to unique circumstances, and shall be authorized to write such bonds in the State of California. Contractor shall pay all bond premiums, costs, and incidentals.

Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under this Agreement may be permitted at the request and expense of Contractor. Without limiting the foregoing, Contractor understands that Civil Code Section 9550 requires a payment bond for all public works contracts involving an expenditure of more than Twenty-Five Thousand Dollars ($25,000).

4.7 Remedies. In addition to any other remedies at law or equity City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 15
of any kind (including costs and expenses incurred by City and reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Contractor fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Contractor, its officers, agents, employees, or subcontractors (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this Agreement.

5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor. Contractor will promptly pay any judgment rendered against City, its officers, agents, or employees for any such Claims arising out of or in connection with the performance of or failure to perform such Services, operations or activities of Contractor hereunder.

5.3 Subcontractors. Contractor shall incorporate similar indemnity agreements with its subcontractors. Contractor shall be fully responsible to indemnify City, and failure of City to monitor compliance with these provisions shall not be a waiver hereof.

5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity. In the event any applicable law contains a limitation on indemnification under this Agreement, such limitation shall supersede the provisions herein only to the extent required by said law.

SECTION 6. INDEPENDENT CONTRACTOR.

At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. City shall have the right to control Contractor only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.4; however, otherwise City shall not have the right to control the means by which Contractor accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 16
the fees paid to Contractor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contractor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role.

City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

SECTION 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Contractor and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Contractor shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contractor shall require the same of all subcontractors.

7.3 Prevailing Wages. Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws, including, but not limited to the prevailing wage and related requirements set forth in this Subsection 7.3. Contractor shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. a. Public Work. Contractor hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Contractor, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the California Labor Code. It is agreed by the Parties that, in connection with the development, construction (as defined by applicable law) and

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 17
operation of the Services, including, without limitation, any public work (as defined by applicable law), if any, Contractor shall bear all risks of payment or non-payment of state and/or federal prevailing wages and/or the implementation of California Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Contractor’s failure to pay prevailing wages. b. California Labor Code. The Contractor’s attention is directed to Division 2, Part 7, Chapter 1 of the California Labor Code and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the California Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022- 1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Contractor shall post a copy of the prevailing rate of per diem wages at each job site. (ii) Contractor is aware of and will comply with the provisions of California Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to California Labor Code Section 1771.4, Contractor must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.
(iii) Pursuant to California Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to California Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay.
(v) Pursuant to California Labor Code Section 1813, it is stipulated hereby that Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Contractor or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the California Labor Code. (vi) Contractor is aware of and will comply with the provisions of California Labor Code Sections 1777.5 and 1777.6 with respect to the employment of

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 18
apprentices. Pursuant to Section 1777.5 it is hereby stipulated that Contractor will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Contractor in connection with this Agreement. (vii) Pursuant to California Labor Code Section 1775, it is hereby stipulated that Contractor shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Contractor or any sub-consultant or subcontractor.
c. Bidding Eligibility. Pursuant to California Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. Pursuant to California Public Contract Code Section 6109, Contractor may not perform any Services hereunder with a subcontractor who is ineligible to perform the Services pursuant to Section 1777.1 or 1777.7 of the California Labor Code.
d. DIR Monitoring. Pursuant to California Labor Code Section 1771.4, Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages. Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Contractor or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of California Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Contractor or any party performing the Services to provide any required disclosure or identification as required by California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

7.4 Licenses and Permits, Fees, and Assessments. Contractor represents, warrants, and covenants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Contractor represents, warrants, and covenants to City that Contractor and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, and perform the Services.

In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 19
and interest, which may be imposed by law and arise from or are necessary for Contractor’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.

7.5 Conflicts of Interest. Contractor represents, warrants, and covenants that Contractor presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Contractor’s obligations and responsibilities under this Agreement. Contractor further agrees that while this Agreement is in effect, Contractor shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Contractor’s obligations and responsibilities under this Agreement.

7.6 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contractor without further acknowledgment of the Parties.

7.7 Annual Appropriation of Funding. In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Contractor acknowledges and agrees that to the extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.

7.8 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Contractor and its sureties shall be liable for and shall pay to City the sum of FIVE HUNDRED DOLLARS ($500.00) as liquidated damages for each working day of delay in the performance of any of the Services. City may withhold from any monies payable on account of the Services performed by Contractor any accrued liquidated damages.

SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may terminate this Agreement at any time and without cause upon thirty (30) days’ written notification to Contractor. City may also terminate this Agreement pursuant to Subsection 8.8.

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 20

8.2 Termination by Contractor. Contractor may terminate this Agreement upon sixty (60) days’ written notice to City.

8.3 Consequences of Termination. In the event of termination, Contractor shall be entitled to compensation for the Services satisfactorily performed up to the date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all materials provided to Contractor or prepared by or for Contractor or City in connection with this Agreement. Upon receipt of any notice of termination, Contractor shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Administrator.

8.4 Administrative Change Orders. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Administrator to Contractor, incorporating therein any adjustment in (i) the total compensation, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contractor. Any increase in compensation of up to five percent (5%) of the total compensation or TWENTY-FIVE THOUSAND DOLLARS ($25,000), whichever is less; or in the time to perform of up to one hundred eighty (180) days may be approved in writing by the Contract Administrator. Contractor understands and agrees that, if City grants an extension in time without additional work, City shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor for any otherwise reimbursable expenses incurred during the extension period. All other extensions or modifications to this Agreement shall require a written amendment pursuant to Subsection 8.5.

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. The Contract Administrator shall have the authority to execute amendments to this Agreement which do not materially change the terms hereof, in the Contract Administrator’s discretion, to the extent permitted by applicable federal, state, and local law. The Contract Administrator may refer any proposed amendment to the City Council for review and approval.

8.6 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor.

Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the Scope of Services, without prior written approval of the Contract

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 21
Administrator. In the event of any unapproved assignment, including in connection with any bankruptcy proceeding, this Agreement shall be void. No approved assignment shall release Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the expiration or termination of this Agreement.

8.8 Disputes, Default. In the event that Contractor is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Contractor for any of the Services performed after the date of default. Instead, City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, in the sole discretion of the Contract Administrator. During the period of time that Contractor is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement;
c. Retain a different contractor to complete the Services; and/or d. Charge Contractor the difference between the cost to complete the Services that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the Services.

Any failure on the part of City to give notice of Contractor’s default shall not be deemed to result in a waiver of City’s legal rights or any rights arising out of any provision of this Agreement.

8.9 Claims by Contractor. Claims, as that term is defined in California Public Contract Code Section 9204, by Contractor and, where applicable, any subcontractor, in connection with a public works project shall by subject to the mediation procedure in California Public Contract Code Section 9204.

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 22
SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Documents and Data. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium (the “Documents and Materials”) prepared or caused to be prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Administrator or upon the expiration or termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contractor will be at City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, revise, or assignment. Contractor may retain copies of such Documents and Materials for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.

9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all of the Documents and Materials. Contractor makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contractor or provided to Contractor by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

9.3 Records. Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Administrator to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Administrator

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 23
shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the Books and Records may be given to City, and access shall be provided by Contractor’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

9.4 Reports. Contractor shall periodically prepare and submit to the Contract Administrator such reports concerning the performance of the Services required by this Agreement as the Contract Administrator shall require. Contractor hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Administrator of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

9.5 Confidentiality. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. Contractor, its officers, employees, agents, or subcontractors, shall not, without prior written authorization from the Contract Administrator or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. If Contractor, or any officer, employee, agent, or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any Claims caused by or incurred as a result of Contractor’s conduct.

Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing, or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 24
such response does not imply or mean the right by City to control, direct, or rewrite said response. Response to a subpoena or court order shall not be considered a voluntary disclosure so long as Contractor gives City notice of such court order or subpoena as provided herein. Contractor understands and agrees that it may be required to provide documents to the City to be produced in response to a Public Records Act request.

SECTION 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Subsection shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.

10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

10.5 No Implied Waiver of Breach. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.7 Contractor Principals and Representatives. The following principals of Contractor (“Principals”) are hereby designated as being the principals and

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 25
representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability, and reputation of the Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

10.8 City Contract Administration. This Agreement shall be administered by a City employee, Brad Skeene, Parks and Facilities Superintendent (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. It shall be Contractor’s responsibility to assure that the Contract Administrator is kept informed of the progress of the performance of the Services and Contractor shall refer any decisions which must be made by City to the Contract Administrator. Unless otherwise provided by applicable law, the Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement.

Unless otherwise provided in this Agreement, Contractor shall not accept direction or orders from any person other than the Contract Administrator or his designee.

10.9 Notices. Any written notice to Contractor shall be sent to:

Shade Structures, Inc. dba USA
Shade & Fabric Structures
8505 Chancellor Row
Dallas, TX 75247
Attn: Jamie Corklin
Any written notice to City shall be sent to the Contract Administrator at:

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 26
City of Yorba Linda
4845 Casa Loma Ave
Yorba Linda, CA 92886
Attn: Brad Skeene, Parks and Facilities Superintendent
with a copy to:

City Clerk
City of Yorba Linda
4845 Casa Loma Ave
Yorba Linda, CA 92886
Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

10.10 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

10.11 Integration, Interpretation. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10.13 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.

10.14 Nondiscrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 27
performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10.15 No Third Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

10.16 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

10.17 No Undue Influence. Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Contractor, or from any officer, employee, or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.18 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or subagreement, or the proceeds thereof, for the Services to be performed under this Agreement.
[Signatures on Following Page]

2905/009410-1001
19412635.3 a08/19/25
Contract Services Agreement | 28
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF YORBA LINDA
Janice Lim, Mayor
Attest:

Marcia Brown, City Clerk
Approved as to Form:

Todd Litfin, City Attorney
SHADE STRUCTURES, INC.
dba USA SHADE & FABRIC

STRUCTURES
By:

Name:

Title:

By:

Name:

Title:

[Note: 2 officer’s signatures required if
Contractor is a corporation, unless
provided with a certificate of secretary inlieu]

2905/009410-1001
19412635.3 a08/19/25

EXHIBIT A

EXHIBIT A

SCOPE OF SERVICES
Services shall include SHADE STRUCTURE AT BRYANT RANCH PARK services, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, in the amount not to exceed ONE HUNDRED SEVENTY

ONE THOUSAND TWO HUNDRED EIGHTY TWO DOLLARS AND SIXTY NINE CENTS ($171,282.69) as further detailed in the attached pages (if any). If the Services include Services pursuant to a request for proposals or bid, the Services shall include the work contemplated by the entire “Bid Package” or “Request for Proposals” for the Services, including all plans, addenda, documentation, and specifications attached thereto. A copy of the Bid Package and/or Request for Proposals, as applicable shall be retained with a copy of this Agreement. Contractor shall keep a copy of the same for at least three (3) years following termination of this Agreement.

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533 Bryant Ranch Park Picnic Area - Yorba Linda
Priced per SOURCEWELL Contract Number 010521-LTS-6
8/4/2025
Pricing Valid for 15 Days
Project Information: Sales Information:

Purchaser: City of Yorba Linda Contact: Skeene, Brad Sales Rep: Stayton, Tracy
Project
Name:

Bryant Ranch Park Picnic
Area - Yorba Linda Phone: (714) 984-4491 Phone: (949) 446-3346 Quote No: CA0725TS23621 Email: bskeene@yorbalindaca
.gov
Email: Tracy.Stayton@USAShade.com
Billing Address Information: Shipping Address Information: Jobsite Information:

Name: City of Yorba Linda Name: Southern California Name: Bryant Ranch Park Address: 4845 Casa Loma Ave Address: 1085 N. Main Street, Suite C Address: 24705 Paseo de Toronto
City: Yorba Linda City: Orange City: Yorba Linda
State: CA State: CA State: CA
Zip Code: 92886 Zip Code: 92867 Zip Code: 92887
Contact: Skeene, Brad Contact: Araujo, Luis Contact: Skeene, Brad Email: [email protected] Email: luis.araujo@usashade.com Email: [email protected] Phone: (714) 984-4491 Phone: (714) 920-5309 Phone: (714) 984-4491 NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any unauthorized disclosure, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by phone and return the original message to the applicable address above.

CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100 DFW
Airport, TX 75261
MAILING ADDRESS:

P.O. Box 3467 Coppel, TX 75019
REMITTANCE ADDRESS:

P.O. Box 734158 Dallas, TX 75373-
4158
SOUTHERN CALIFORNIA:
1085 N. Main Street, Suite C
Orange, CA 92867
ARIZONA:
2415 S. 18th Place
Phoenix, AZ 85024
LAS VEGAS:
3111 So. Valley View Blvd. Suite B-117
Las Vegas, NV 89102

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533

PRODUCTS

DESCRIPTION DETAILS
Full Joined Cantilever Hip Model Number Dimensions Entry Height QTY IMAGE Custom 5 20' x 100' 10'
1 Fabric Type Fabric Color Electrical Provisions
Colourshade_FR TBD Excluded
Steel Finish Steel Color Cable/HDW Finish
Coastal Primer w/ Powder
Coating TBD Galvanized
Footing Type Mounting Type Anchor Bolts
Drilled Pier Recessed Base Plate Included

SOURCEWELL PRICING

QTY PART NUMBER DESCRIPTION UNIT PRICE UNIT TOTAL
1 Custom 5 Full Joined Cantilever Hip $79,619.67 Each $79,619.67 1 Custom 5 Sourcewell Discount (10%) -$7,691.97
Unit Subtotal: $71,657.70
Shipping and Handling: $8,500.00
Taxable Subtotal: $80,157.70
Sales Tax @ 7.75%: $6,212.22
Equipment Installation: $60,909.05
Site Preparation: $3,500.00
Planning and Design Services: $9,597.68
Engineering: $7,553.56
Bonding: $3,358.48
TOTAL PRICE: $171,282.69

INCLUSIONS / EXCLUSIONS

INCLUDED /

EXCLUDED ENGINEERING REQUIREMENTS INCLUDED / EXCLUDED INSTALLATION - MISCELLANEOUS Included Sealed Drawings & Calculations Included Prevailing Wage / Certified Payroll Excluded Permit Submittal Excluded Union Wages
Excluded Permit Fee Excluded Fencing
Excluded DSA Submittal & Fees Excluded Water and Electrical Included Design and Engineering of Structure Excluded Landscape Repair Included Design and Engineering of Foundation Excluded Demolition (Existing Structures) Excluded Reactions and Loads for attachment to Walls,
Rooftops, or Other Included Payment and Performance Bonds Excluded Foundation Location and Elevation Survey Excluded Special Inspection Fees

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533 Construction Assumptions
1) The designated area for our structures will be accessible by drive-up for unloading of our trucks and equipment, including personnel man-lifts, forklifts, etc. Should a crane be required and direct access not available, additional costs for such will be submitted by a Change Order. 2) Our pricing is based on the ability to perform all of our work with clear, sequential, and continuous access without interruption during normal daytime working hours. We have assumed one mobilization for the installation of foundations, steel and fabric; if additional mobilizations are required, there will be an additional charge. We will require exclusive access to the area for our work during the construction process. 3) Our pricing does not include daily site delays accessing the work areas. USA SHADE will submit a Change Order for any delays caused by other trades which interfere or cause us to stop working.
4) We will require site sanitary facilities and refuse containers by others within 200 feet of our work.
5) USA SHADE will leave its work and materials in a clean condition at the conclusion of our work. 6) Barricades and public security requirements are not included. 7) Unless specifically included in this proposal, this agreement does not include, and Company will not provide, services, labor, or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner’s property around the installation site; (c) repair or replacement of any Purchaser or Owner-supplied materials; or (d) repair of damage to existing surfaces that may occur when construction equipment and vehicles are being used in the normal course of construction.
8) Pricing for foundation design is based on drilled pier footings. In the event the geotechnical report requires an alternate configuration, any additional costs incurred will be submitted to the client by a Change Order.
9) Digging of our foundations will not be constrained by any existing concrete or utilities. USA SHADE will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. 10) Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair, resulting in delay, will result in additional charges unless they are detailed on as-built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in writing prior to installation.

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533

GENERAL TERMS & CONDITIONS AND WARRANTY
1) Proposal: The above proposal is valid for 15 days from the date first set forth above. After 15 days, we reserve the right to increase prices due to the rise in cost of raw materials, fuel, or other cost increases. When applicable, USA SHADE & Fabric Structures reserves the right to implement a surcharge for significant increases in raw materials, including, but not limited to; fuel, steel, and concrete. Due to the duration of time between proposals, contracts, and final installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable.
2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference) which is accepted by USA SHADE & Fabric Structures (the “Company”), the purchaser identified above (“you” or the “Purchaser”) agrees to purchase Shade Structures brand shade structures (“Structures”) and the services to be provided by the Company, as detailed in the “Structure Pricing” and “General Scope of Work” sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third-party who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third-party, being the “Owner”). 3) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time.
4) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time.
5) Bonding Guidelines: If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without limitation, as a subcontractor of Purchaser), Purchaser will include the following statement in Purchaser’s contract with Owner:
“The manufacturer’s warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and the ultimate owner of the Shade Structures brand shade structures, which will be provided to the ultimate owner at the time of completion of the installation and other services to be provided by USA SHADE & Fabric Structures. Due to surety requirements, any performance and/or payment bond will cover only the first year of the USA SHADE & Fabric Structures warranty.”
6) Insurance Requirements: Company is not required to provide any insurance coverage in excess of Company’s standard insurance. A copy of theCompany’s standard insurance is available for your review prior to acceptance of the Company’s proposal.

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533 7) Payment: Terms of payment are defined in the “Pricing Details” section and are specific to this contract. For purposes of this agreement, “Completion” is defined as being the point at which the Structure is suitable for its intended use, the issue of occupancy consent, or a final building department approval is issued, whichever occurs first. Progress billing and payment will be required. All payments must be made to Shade Structures, Inc., P.O. Box 734158, Dallas, TX 75373-4158. Company may use all remedies available to it under current laws including, but not limited to, filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt. 8) Lien Releases: Upon request by Owner, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but prior to receiving final payment from Purchaser or Owner. Company will provide a full release of liens upon receipt of final payment. In accordance with state laws, Company reserves the right to place a lien on the property if final payment has not been received 10 days prior to the filing deadline for liens. 9) Site Plan Approval, Permit/s, Permit Fees, Plans, Engineering Drawings, and Surveying:

Site plan approval, permits, permit fees, plans, engineering drawings, and surveying are specifically excluded from this agreement and the Services unless specified under the “General Scope of Work”. The Company does not in any way warrant or represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are required but not included in the “General Scope of Work” will result in an additional cost to Purchaser.
10) Manufacturing & Delivery: Manufacturing lead-time from Company’s receipt of the “Notice To Proceed” is approximately 6 to 8 weeks for standard structures, and 8 to 12 weeks for custom structures. Delivery is approximately 1 week thereafter. Delivery of structures may be prior to or at start of assembly. Please note that these timelines do not include approval or permitting timeframes.
11) Return Policy for USA Shade: At USA Shade, we strive to provide high-quality shade structures that are built to order and tailored to meet the unique needs of our customers. Due to the nature of our business and the customization involved, we have implemented the following return policy:

1. No Cancellations or Changes: Once an order has been released for production, we cannot accept any cancellations or changes to the order. It is crucial for customers to review their order details carefully before finalizing the purchase.

2. No Returns: Due to the customized nature of our shade structures, we do not accept returns. Once the order has been delivered and installed, it is considered a final sale. We encourage customers to thoroughly assess their requirements and specifications before ordering.

3. Product Quality Assurance: We take pride in delivering high-quality shade structures that meet industry standards. Our products undergo rigorous quality control measures to ensure they meet or exceed customer expectations. In the unlikely event that there is a manufacturing defect or an issue with the product, please get in touch with our customer service department immediately for assistance.

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533

4. Warranty Coverage: Our shade structures are backed by a warranty against manufacturing defects or material faults. If you encounter any issues the warranty covers, please take a look at our warranty policy for more instructions on how to proceed.

5. Customer Support: We are committed to providing excellent customer service throughout your purchasing journey. If you have any questions or concerns or need help with your order, our dedicated customer support team is here to help. Don’t hesitate to contact us via phone, email, or our website's contact form, and we will gladly assist you.

It is essential for customers to understand and acknowledge these terms and conditions before placing an order with USA Shade. Customers agree to abide by this return policy by proceeding with a purchase.
12) Concealed Conditions: ”Concealed conditions” include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and steel rebar. This agreement is based solely on observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced, which were not visible at the time this proposal was bid, Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a Change Order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor, equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. Price quotes are based on a drilled pier footing. Any variation will incur additional charges (i.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region) 13) Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). Additionally, an approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (both additions and deletions.) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser and the Company, which will detail the “General Scope of the Change Order”. Should any Change Order be essential to the completion of the project, and the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not performed but including additional charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the property of the Purchaser. 14) Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the Company and its consultants, agents, and employees or any of them

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533 from and against claims, damages, losses and expenses, including, but not limited to, attorneys’ fees related to the installation of the Structure or performance of the services, provided that such claim, damage, loss, or expense is attributable to bodily injury to, sickness, disease, or death of a person, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the Purchaser or its agents, employees, or subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in Section 15.
15) Statement of Limited Warranty:
• The structural integrity of all supplied steel is warranted for ten years. • If assembly is provided by the Company, workmanship of the structure is covered for one year, including labor for the removal of any failed part, disassembly (if necessary), cost of shipping, and reassembly.
• All steel surface finishes are warranted for one year. • Shadesure™, Colourshade® FR, eXtreme 32™, Commercial 95™, SaFRshade™, and Monotec 370™ fabrics all carry a ten year limited manufacturer’s warranty against failure from significant fading, deterioration, breakdown, outdoor heat, cold, or discoloration. Should the fabric need to be replaced under the warranty, the Company will manufacture and ship a new replacement fabric at no charge for the first six years, thereafter pro-rated at 20% per year over the remaining four years. The following are exceptions to the preceding warranty terms:
o Shadesure™ fabrics in Red, Yellow, Atomic Orange, Electric Purple, Zesty Lime, Cinnamon, Olive, and Mulberry carry a five year pro-rated o Fabric tops attached to Coolbrella™ structures carry a three year warranty;
o Individual fabric tops measuring greater than 40’ in length are covered by a non-prorated five year warranty;
o Precontraint 502™ waterproof membrane is subject to an eight year prorated warranty. • Sewing thread is warranted for ten years.
• These limited warranties are effective from the date of sale, or, if assembly is provided by the Company, upon receipt by Company from Purchaser of a completed and signed “Customer Checklist and Sign-off” form.
• In its sole discretion, the Company will repair and or/replace defective structures, products or workmanship, or refund that portion of the price related to the defective product, labor, or service rendered.
• The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of available alternative colors to replace the warranted fabric. The Company does not guarantee that any particular color will be available for any period of time, and reserves the right to discontinue any

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533 color for any reason, without recourse by the Purchaser or Owner of the discontinued fabric color.
• Should the Purchaser or Owner sell the structures to another party, the warranty cannot be transferred to the new owner without a complete and thorough on-site inspection performed by a Company representative. Please contact the Company at [email protected] for more details.
• All warranty claims covering Company supplied structures, products, and services must be submitted by Purchaser or Owner in writing to the Company within thirty days from the date of discovery of the alleged defect and must include a detailed description and applicable photographs of the alleged defect or problem. Warranty claims should be submitted by email to [email protected]. • Purchaser or Owner agrees that venue for any court action to enforce these limited warranties shall be in the City or County of Dallas in the State of Texas, USA. • These limited warranties are void if:
o the supplied structures, products, services and/or labor are not paid for in full;
o the structures are not assembled in strict compliance with USA SHADE specifications;
o any changes, modifications, additions, or attachments are made to the structures in any way, without prior written approval from the Company.

Specifically, no signs, objects, fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company. • These limited warranties do not cover defects and/or damages caused by:
o normal wear and tear;
o misuse, willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of God (i.e. tornado, hurricane, micro/macros burst, earthquake, wildfires, etc.);
o ice, snow or wind loads in excess of the designed load parameters engineered for the supplied structures;
o use, maintenance, neglect, repair, and/or service inconsistent with the Company’s written care and maintenance instructions, provided with the order.
• The limited warranties explicitly exclude:
o workmanship related to assembly not provided by the Company or its agents;
o fabric curtains, valances, and flat vertical panels;
o fabric tops installed on structures that were not engineered and originally supplied by the Company.
• THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,

SPECIAL, LIQUIDATED, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF

REVENUE, PROFIT, USE OR GOODWILL, WHETHER BASED UPON CONTRACT, TORT

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533 (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING OUT OF A

BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY PRODUCT OR SERVICE. IN NO

EVENT WILL THE COMPANY BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR SERVICE PROVIDED BY THE COMPANY. • THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY’S PRODUCTS AND SERVICES, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT. SELLER SPECIFICALLY

DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT

LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR USE OR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY

ACCEPTANCE AND USE OF THIS LIMITED WARRANTY, WAIVES ANY RIGHTS IT WOULD

OTHERWISE HAVE TO CLAIM OR ASSERT THAT THIS LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.

Colourshade ® and eXtreme 32™ are registered trademarks of Multiknit Pty. Ltd.

Commercial 95™ and SaFRshade™ are registered trademarks of Gale Pacific USA Inc Monotec 370™ is a registered trademark of PRO-KNIT Industries Pty. Ltd.

Precontraint 502™ is a registered trademark of Serge Ferrari North America, Inc. 16) Assembly/Installation:
• Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly date to verify the exact location where the structure(s) is to be placed. • Labor for the removal, assembly, and/or freight charges will only be covered by Company in instances where the structures supplied and installed by Company are determined by the Company to be defective. In all cases where structures are not installed by Company, all labor for the removal, assembly, and/or freight of the structures will be the Purchaser’s responsibility.
• Installation prices are based on a single mobilization charge. If additional mobilizations are required, there will be additional charges.
• If the requested services require Company access to Owner’s premises, Company will be provided access to the Owner’s premises free and clear of debris, automobiles, or other interference Monday ~ Friday during the hours of 8:00am to 6:00pm, and Company will have access to water and electrical facilities during installation. Additional charges will apply if utilities are not easily accessible. Where applicable, all vehicles will be moved prior to Company’s crew beginning any installation.
• Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation.
• Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in additional charges unless they are detailed on as-built site drawings provided to Company or marked on the ground and communicated to Company in writing prior to fabrication and installation.

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533 17) Installation/Assembly on-site: Where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing prepared by or for the Owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may cause the assembly process to be more difficult. Any fixture(s), e.g., playground, pools, etc., that the structures are to be assembled over must also be detailed, along with their peak heights (if applicable).
18) Site/Use Review by Purchaser: Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owner’s installation site and/or intended use. Company is not responsible for damages or injuries resulting from collisions by moving objects or persons with the structure post(s). Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer. 19) Preparatory Work: Where installation/assembly is part of the services and in the event that the foundation or job site is not suitable or ready for assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re-mobilization charge may be charged to Purchaser before Company will reschedule the assembly.
20) Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate agreements with the Company.
21) Force Majeure: Impracticability: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders, or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in transportation, materials or labor.
22) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, TX by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules. Judgment upon the award may be entered in any court having jurisdiction thereof.
23) Entire Agreement; No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation any statements as to the structures, warranties, or services provided hereunder. 24) No Third-Party Beneficiaries: This agreement creates no third-party rights or obligations between Company and any other person, including any Owner who is not also a Purchaser. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement.

www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533 25) Governing Law: The agreement will be construed and enforced in accordance with the laws of the State of Texas.
26) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns. 27) Electronic Signatures. Each party agrees that the electronic signatures of the parties to this Agreement, whether digital or encrypted, including but not limited to the use of a typed name, are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including but not limited to typed or email electronic signatures.

PURCHASER:

NOTE: All purchase orders and contracts should be drafted in the name of Shade Structures, Inc.

Signature:

By:

Title:

Date:

(PAGE 1 OF 2)

CITY OF YORBA LINDA

FAITHFUL PERFORMANCE BOND
FOR

SHADE STRUCTURE AT BRYANT RANCH PARK
KNOW ALL MEN BY THESE PRESENTS that, Shade Structures, Inc., Dba Usa Shade And Fabric Structures, as CONTRACTOR, and,_______________________________________as SURETY, are held and firmly bound unto the City of Yorba Linda, as AGENCY, in the penal sum of One Hundred Seventy One Thousand Two Hundred Eighty Two Dollars And Sixty Nine Cents ($171,282.69), Which Is One Hundred (100%) Of The Total Contract Amount for the above stated project, for the payment of which sums, CONTRACTOR and SURETY agree to be bound, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas CONTRACTOR has been awarded and is about to enter into the annexed Contract Agreement with AGENCY for the above stated project, if CONTRACTOR faithfully performs and fulfills all obligations under the contract documents in the manner and time specified therein, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY; provided that any alterations in the obligations or time for completion made pursuant to the terms of the contract documents shall not in any way release either CONTRACTOR or SURETY, and notice of such alterations is hereby waived by SURETY.

WITNESS our hands this ________ day of _____________, 2025.

CONTRACTOR (CORPORATION-TYPE)
(SEAL) By
President
By
Secretary/Treasurer

FAITHFUL PERFORMANCE BOND
(PAGE 2 OF 2)
______________________________

SURETY'S NAME-TYPE
______________________________

MAILING ADDRESS (SURETY)
BY:

Name
(SEAL)
Title
NOTE: SIGNATURES OF CORPORATE OFFICIALS AND SURETY MUST BE NOTARIZED, ATTACH JURAT.

BOND APPROVED AS TO FORM:

CITY ATTORNEY - CITY OF YORBA LINDA

(PAGE 1 OF 2)

CITY OF YORBA LINDA

MATERIAL AND LABOR BOND
FOR

SHADE STRUCTURE AT BRYANT RANCH PARK
KNOW ALL MEN BY THESE PRESENTS that, Shade Structures, Inc., Dba Usa Shade And Fabric Structures, as CONTRACTOR, and,_______________________________________as SURETY, are held and firmly bound unto the City of Yorba Linda, as AGENCY, in the penal sum of One Hundred Seventy One Thousand Two Hundred Eighty Two Dollars And Sixty Nine Cents ($171,282.69), Which Is One Hundred (100%) Of The Total Contract Amount for the above stated project, for the payment of which sums, CONTRACTOR and SURETY agree to be bound, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas CONTRACTOR has been awarded and is about to enter into the annexed Contract Agreement with AGENCY for the above stated project, if CONTRACTOR or any subcontractor fails to pay for any labor or material of any kind used in the performance of the work to be done under said contract, or fails to submit amounts due under the State Unemployment Insurance Act with respect to said labor, SURETY will pay for the same in an amount not exceeding the sum set forth above, which amount shall insure to be the benefit of all persons entitled to file claims under the State Code of Civil Procedures; provided that any alterations in the work to be done, materials to be furnished, or time for completion made pursuant to the terms of the contract documents shall not in any way release either CONTRACTOR or SURETY, and notice of said alterations is hereby waived by SURETY.

WITNESS our hands this ________ day of _____________, 2025.

CONTRACTOR (CORPORATION-TYPE)

By___________________________
President
(SEAL) By __________________________
Secretary/Treasurer

MATERIAL AND LABOR BOND
(PAGE 2 OF 2)

SURETY'S NAME-TYPE

MAILING ADDRESS (SURETY)
BY:

Name
(SEAL)
Title
NOTE: SIGNATURES OF CORPORATE OFFICIALS AND SURETY MUST BE NOTARIZED, ATTACH JURAT.

BOND APPROVED AS TO FORM:

CITY ATTORNEY - CITY OF YORBA LINDA

PUBLIC WORKS DEPARTMENT
DATE: SEPTEMBER 16, 2025
TO: HONORABLE MAYOR AND MEMEBERS OF THE CITY COUNCIL
FROM: JAMIE LAI, P.E. DIRECTOR OF PUBLIC WORKS / CITY ENGINEER PREPARED BY: JOSE ROMANI, ASSOCIATE ENGINEER
SUBJECT: APPROVE PROFESSIONAL SERVICES AGREEMENT WITH PSOMAS

FOR FINAL DESIGN AND ENVIRONMENTAL DOCUMENTATION OF
VALLEY VIEW SAFETY PROJECT (SI241005)

RECOMMENDATION
It is recommended that the City Council:

1. Approve a Professional Services Agreement with Psomas in the amount of $158,478.00 for final design and environmental documentation for the federally funded Valley View Safety Project.

2. Authorize the City Manager to approve additional expenditures up to $23,771.70 (15% of the proposed amount) in agreement contingencies for potential additional services resulting in an amount not-to-exceed $182,249.70 should all contingencies be authorized.

BACKGROUND
The intersection of Valley View Avenue and Yorba Linda Boulevard is currently identified as a project (SI241005) in the City’s Capital Improvement Program (CIP) to provide pedestrian accessibility and meet ADA requirements at the intersection.

On November 2024, the Orange County Transportation Authority (OCTA) Board of Directors approved our project under the 2023 Orange County Complete Street Program (OCCSP).

Since the project is receiving federal funds, it requires compliance with federal project regulations, such as NEPA. A Categorical Exclusion is recommended to meet the environmental documentation requirements.

The scope of service for this project is for environmental documentation and final engineering design. The project aims to provide ADA compliant curb ramps on the northeast, southeast, and southwest corners of the intersection to enhance safety and connectivity. This will require the existing catch basin at the northeast corner to be relocated to the north side of Yorba Linda Boulevard. The construction of the curb ramps and relocation of the existing catch basin will likely conflict with existing utilities, which will need

A P P R O V E P R O F E S S I O N A L S E R V I C E S A G R E E M E N T W I T H P S O M A S

F O R F I N A L D E S I G N A N D E N V I R O N M E N T A L D O C U M E N T A T I O N O F V A L L E Y V I E W S A F E T Y P R O J E C T ( S I 2 4 1 0 0 5 ) P a g e | 2
to be relocated as part of this project. Furthermore, the traffic signal equipment on the southeasterly corner will require modifications to move the pole out of the new ADA ramp and to provide pedestrian push buttons for the new crossing along the east leg of the intersection.

DISCUSSION
On May 30, 2025, staff issued a Request for Proposals (RFP) for environmental documentation and engineering design services. The RFP was published on Quest CDN, a web-based initiative that advertises projects. Staff also distributed the RFP via email to the City’s on-call consultant list, which consists of 33 consultant firms. The selection of the oncall consultant is based upon factors such as experience, professional qualifications, and competence as outlined in the Yorba Linda Municipal Code.

Only one (1) firm submitted a proposal for the RFP: Psomas. Since less than three (3) proposals were received, Caltrans recommended the City to either re-advertise the RFP or provide justification to proceed with the (1) proposal received. The justification requires the City to demonstrate the initial advertisement held no disadvantages to any proposers and how a re-advertisement could potentially impact project delivery timelines.

The City reached out to all the firms that showed an interest in the project using Quest CDN, which is a total of five. Similar concerns were expressed by the five firms regarding the scope of the project being too small to apply resources towards. Of particular concern was the ability to deliver a project this size and cost given the federal program requirements that would impact the overall cost-benefit for the firms. Re-advertising the project would create a tight schedule and risk missing deadlines within the program year, without guarantees of receiving additional proposals.

The City submitted our justification to the California Department of Transportation (Caltrans) District 12 for review. On August 14, 2025, Caltrans Headquarters approved our justification and gave permission to proceed with the one (1) proposal.

FISCAL IMPACT
The City received federal funds from the Orange County Complete Street Program (OCCSP) in the amount of $137,000.00. There are also additional sufficient budgeted funds available in the Yorba Linda Blvd & Valley View ADA (Account SI241005) to support this effort.

ALTERNATIVES
Do not award the professional service contract. This puts the City at risk of foregoing the competitive federal funds from the Orange County Complete Street Program (OCCSP).

OCCSP requires award of contract for the Valley View Safety Project before September 30, 2026, to remain eligible for the funds.

A P P R O V E P R O F E S S I O N A L S E R V I C E S A G R E E M E N T W I T H P S O M A S

F O R F I N A L D E S I G N A N D E N V I R O N M E N T A L D O C U M E N T A T I O N O F V A L L E Y V I E W S A F E T Y P R O J E C T ( S I 2 4 1 0 0 5 ) P a g e | 3

ATTACHMENTS
Appendix 1 – Professional Services Agreement (Psomas)

Professional Services
Agreement | 1
APPENDIX 1: A&E BOILERPLATE AGREEMENT LANGUAGE
(For Local Assistance Federal-Aid Projects)
Contents
ARTICLE I INTRODUCTION.......................................................................................................................3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS..........................................................................4 ARTICLE III STATEMENT OF WORK ........................................................................................................4 ARTICLE IV PERFORMANCE PERIOD .....................................................................................................5 ARTICLE V ALLOWABLE COSTS AND PAYMENT..................................................................................6 ARTICLE VI TERMINATION.......................................................................................................................7 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS..........................................7 ARTICLE VIII RETENTION OF RECORD/AUDITS.....................................................................................8 ARTICLE IX AUDIT REVIEW PROCEDURES............................................................................................8 ARTICLE X SUBCONTRACTING...............................................................................................................9 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES..................................11 ARTICLE XII STATE PREVAILING WAGE RATES..................................................................................11 ARTICLE XIII CONFLICT OF INTEREST .................................................................................................14 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION.............................15

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING...............................................................................................................................................15 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE........................16 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION.......................................................17 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION.......................17 ARTICLE XIX INSURANCE AND INDEMNIFICATION..............................................................................24 ARTICLE XX FUNDING REQUIREMENTS AND INDEMNIFICATION ......................................................28 ARTICLE XXI CHANGE IN TERMS..........................................................................................................28 ARTICLE XXII CONTINGENT FEE...........................................................................................................29 ARTICLE XXIII DISPUTES .......................................................................................................................29 ARTICLE XXIV INSPECTION OF WORK .................................................................................................30 ARTICLE XXV SAFETY............................................................................................................................30 ARTICLE XXVI OWNERSHIP OF DATA ..................................................................................................30 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR ..................31 ARTICLE XXVIII CONFIDENTIALITY OF DATA.......................................................................................31 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION..........................................32 ARTICLE XXX EVALUATION OF CONSULTANT....................................................................................32

Professional Services
Agreement | 2
ARTICLE XXXII TITLE VI ASSURANCES................................................................................................33 APPENDIX A..........................................................................................................................................33 APPENDIX E..........................................................................................................................................35 ARTICLE XXXIII NOTIFICATION..............................................................................................................36 ARTICLE XXXIV CONTRACT ..................................................................................................................36 ARTICLE XXXV MISCELLANEOUS ........................................................................................................36 CITY OF YORBA LINDA ........................................................................................................................38

Professional Services
Agreement | 3

ARTICLE I INTRODUCTION
A. This AGREEMENT is between the following named, hereinafter referred to as, CONSULTANT and the following named, hereinafter referred to as, LOCAL AGENCY:

The name of the “CONSULTANT” is as follows:

PSOMAS
Incorporated in the State of California
The Project Manager for the “CONSULTANT” will be Arief Naftali. The name of the “LOCAL AGENCY” is as follows: City of Yorba Linda
The Contract Administrator for LOCAL AGENCY will be Rick Yee.

B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and the approved CONSULTANT’s Cost Proposal dated June 30, 2025. The approved CONSULTANT’s Cost Proposal is attached hereto (Attachment 1) and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless LOCAL AGENCY, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, recklessness or willful misconduct incident to the performance of this AGREEMENT on the part of CONSULTANT, except such loss or damage which was caused by the negligence, or willful misconduct of LOCAL AGENCY, as determined by a Court of competent jurisdiction. The provisions of this section shall survive termination or suspension of this AGREEMENT.

D. CONSULTANT in the performance of this AGREEMENT, shall act in an independent capacity. It is understood and agreed that CONSULTANT (including CONSULTANT's employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable to employees of City.

E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of the AGREEMENT, and is not required to issue W-2 Forms for income and employment tax purposes for any of CONSULTANT's assigned personnel. CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.

F. Any third party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

Professional Services
Agreement | 4
G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from City under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

H. CONSULTANT shall be as fully responsible to the LOCAL AGENCY for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, in the same manner as persons directly employed by CONSULTANT.

I. No alteration or variation of the terms of this AGREEMENT shall be valid, unless made in writing and signed by the parties authorized to bind the parties; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto.

J. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of CONSULTANT’s expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.

ARTICLE III STATEMENT OF WORK
A. CONSULTANT Services
Services include all necessary environmental documentation needed to satisfy the National Environmental Policy Act (NEPA) and final engineering design for the Valley View Safety Project.

CONSULTANT shall attend a pre-design (kick-off) meeting with City staff after the award of contract to conduct introductions, discuss scope of work, information needed from the City, and overall schedule of the project.

CONSULTANT shall provide a detailed project schedule with continuous updates and an executive summary of project status to be submitted with each monthly invoice.

CONSULTANT shall complete all necessary documents to ensure the project’s environmental compliance with the National Environmental Protection Act (NEPA) and final engineering design for the Valley View Safety Project. The Consultant shall complete all aspects of the PAED requirements as defined in Chapter 6 of the Local Assistance Procedure Manual and any additional information required by Caltrans leading to the approval of the PAED and NEPA clearance. The consultant shall prepare the appropriate environmental clearance document, including any necessary environmental studies and Mitigation Monitoring and Reporting Program as needed.

Professional Services
Agreement | 5
Environmental documents are not considered complete until a Caltrans District Senior Environmental Planner signs the Categorical Exclusion, a Caltrans Deputy District Director signs the Finding of No Significant Impact, or the Caltrans District Director signs the Record of Decision (see LAPM Chapter 6: Environmental Procedures, and the Standard Environmental Reference).] B. Right of Way
Right of way exhibits will be made available to the CONSULTANT once a firm has been selected.

These exhibits will provide the project limits and anticipated temporary construction easement limits that will need to be considered in the evaluation of environmental impacts.

C. Surveys
CONSULTANT has the responsibility for performing supplemental survey as needed for final design.

D. Subsurface Investigations
CONSULTANT has responsibility for making minor subsurface investigations including utility potholing. Appropriate provisions will be incorporated into the Contract specifications if archaeological testing or date recovery is found.

E. Local Agency Obligations
All data applicable to the project and in possession of LOCAL AGENCY, another agency, or government agency that are to be made available to CONSULTANT are referred to in the AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly.

F. Conferences, Site Visits, Inspection of Work
This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

G. Documentation and Schedules
AGREEMENTs where appropriate, shall provide that CONSULTANT document the results of the work to the satisfaction of LOCAL AGENCY, and if applicable, the State and FHWA. This may include preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the AGREEMENT objectives.

H. Deliverables and Number of Copies
The number of copies or documents to be furnished, such as reports, brochures, sets of plans, specifications, or Right of Way parcel maps shall be specified. Provision may be made for payment for additional copies.

ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on September 16, 2025, contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on September 16, 2026, unless extended by AGREEMENT amendment.

B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY.

Professional Services
Agreement | 6

ARTICLE V ALLOWABLE COSTS AND PAYMENT
A. The method of payment for this AGREEMENT will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY’s approved overhead rate set forth in the Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I” of this Article shall not be exceeded, unless authorized by AGREEMENT amendment.

B. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific AGREEMENT. CONSULTANT’s agreement to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or AGREEMENT award.

C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of One hundred fifty-eight thousand, four hundred seventy-eight dollars ($158,478.00). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.

D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.

E. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.

F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this AGREEMENT.

H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT’s work. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

Professional Services
Agreement | 7

CITY OF YORBA LINDA
ATTN: RICK YEE, P.E.
4845 CASA LOMA AVENUE
YORBA LINDA, CA 92886
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $158,478.00.

J. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable.

ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY, provided that LOCAL AGENCY gives not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination and payment of all compensation owed to CONSULTANT, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

B. LOCAL AGENCY may temporarily suspend this AGREEMENT for up to 120 days, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrent with the notice of termination.

C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY for damages sustained by City by virtue of any breach of this AGREEMENT by CONSULTANT, and City may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due City from CONSULTANT is determined.

D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT. Upon termination and payment of all compensation owed to CONSULTANT, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A. The CONSULTANT agrees that 48 CFR 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR 31 or 2 CFR 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY.

D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

Professional Services
Agreement | 8

ARTICLE VIII RETENTION OF RECORD/AUDITS
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained for three (3) years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSULTANT, Subconsultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT nor will it excuse LOCAL AGENCY from making payments when due.

D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, LOCAL AGENCY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contract Administrator to conform to the audit or review recommendations unless disputed as provided in Article XXIII.

CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole reasonable discretion. Refusal by CONSULTANT to incorporate audit or review recommendations unless disputed as provided in Article XXIII, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit

Professional Services
Agreement | 9
recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1. During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.

Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.

4. If there is an IOAI audit, CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be

Professional Services
Agreement | 10
as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT.

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.

C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY.

E. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

F. Prompt Progress Payment
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

Method 1: No retainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT. CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies

Professional Services
Agreement | 11
to both DBE and non-DBE subconsultants.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.

ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL AGENCY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.

C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to the following:

1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

2. Regulation 2 CFR 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project.

ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or Subconsultant may be awarded an AGREEMENT containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments.

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to

Professional Services
Agreement | 12
work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve LOCAL AGENCY projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the Department of Industrial Relations website at http://www.dir.ca.gov.

D. Payroll Records

1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or Subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.

2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by LOCAL AGENCY representatives at all reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified payrolls or permit inspection of its records as follows:
a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request. b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT.
c. The public shall not be given access to certified payroll records by the CONSULTANT.

The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request.

3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.

4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security

Professional Services
Agreement | 13
number. The name and address of the CONSULTANT or Subconsultant performing the work shall not be marked or obliterated.

5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the CONSULTANT or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated.

Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a Subconsultant to comply with this section.

E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.

F. Penalty

1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the CONSULTANT and any Subconsultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its Subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or Subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or Subconsultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.

3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or Subconsultant.

4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the CONSULTANT of the project is not liable for the penalties described above unless the CONSULTANT had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815.

Professional Services
Agreement | 14
b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the Subconsultant for work performed on the public works project. d. Prior to making final payment to the Subconsultant for work performed on the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subconsultant that the Subconsultant had paid the specified general prevailing rate of per diem wages to the Subconsultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay workers the general prevailing rate of per diem wages.

6. If LOCAL AGENCY determines that employees of a Subconsultant were not paid the general prevailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under the AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due the Subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by LOCAL AGENCY.

G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.Employment of Apprentices

1. Where either the prime AGREEMENT or the subagreement exceeds thirty thousand dollars ($30,000), the CONSULTANT and any subconsultants under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. CONSULTANTs and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-to- apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all subconsultants’ compliance with these requirements.

Penalties are specified in Labor Code §1777.7.

ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or

Professional Services
Agreement | 15
other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project.

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT. CONSULTANT further agrees to complete any statements of economic interest if required by either LOCAL AGENCY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any LOCAL AGENCY employee.

For breach or violation of this warranty, LOCAL AGENCY shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR

LOBBYING
A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or LOCAL AGENCY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.

Professional Services
Agreement | 16
C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.

ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.

B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

C. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.

D. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

E. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

F. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

G. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly

Professional Services
Agreement | 17
in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

H. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

C. Exceptions to the Federal Government excluded parties (https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.

ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26).

To ensure equal participation of DBEs provided in 49 CFR 26.5, the LOCAL AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.

Professional Services
Agreement | 18
All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
• 100 percent counts if the materials or supplies are obtained from a DBE manufacturer. • 60 percent counts if the materials or supplies are purchased from a DBE regular dealer. • Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT is 29%. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10- O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: Proposer/Contractor Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. Contract Assurance
Under 49 CFR 26.13(b):

CONSULTANT, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Replacement of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or replace a listed DBE for convenience and

Professional Services
Agreement | 19
perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.

Termination of DBE Subconsultants
After execution of the AGREEMENT, termination of a DBE may be allowed for the following, but not limited to, justifiable reasons with prior written authorization from the LOCAL AGENCY:

1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project.

2. The LOCAL AGENCY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet the LOCAL AGENCY’s bond requirements.

3. Work requires a consultant's license and listed DBE does not have a valid license under Contractors License Law.

4. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).

5. Listed DBE's work is unsatisfactory and not in compliance with the contract.

6. Listed DBE is ineligible to work on the project because of suspension or debarment.

7. Listed DBE becomes bankrupt or insolvent or exhibits credit unworthiness.

8. Listed DBE voluntarily withdraws with written notice from the Contract.

9. Listed DBE is ineligible to receive credit for the type of work required.

10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.

11. The LOCAL AGENCY determines other documented good cause.

CONSULTANT must use the following procedures to request the termination of a DBE or portion of a DBE’s work:

1. Send a written notice to the DBE of the CONSULTANT’s intent to use other forces or material sources and include one or more justifiable reasons listed above. Simultaneously send a copy of this written notice to the LOCAL AGENCY. The written notice to the DBE must request they provide any response within five (5) business days to both the CONSULTANT and the LOCAL AGENCY by either acknowledging their agreement or documenting their reasoning as to why the use of other forces or sources of materials should not occur.

2. If the DBE does not respond within five (5) business days, CONSULTANT may move forward with the request as if the DBE had agreed to CONSULTANT’s written notice.

3. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include:
• One or more above listed justifiable reasons along with supporting documentation. • CONSULTANT’s written notice to the DBE regarding the request, including proof of transmission and tracking documentation of CONSULTANT’s written notice • The DBE's response to CONSULTANT’s written notice, if received. If a written

Professional Services
Agreement | 20
response was not provided, provide a statement to that effect.

The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE termination request within five (5) business days.

Replacement of DBE Subconsultants
After receiving the LOCAL AGENCY’s written authorization of DBE termination request, CONSULTANT must obtain the LOCAL AGENCY’s written agreement for DBE replacement.

CONSULTANT must find or demonstrate GFEs to find qualified DBE replacement firms to perform the work to the extent needed to meet the DBE commitment.

The following procedures shall be followed to request authorization to replace a DBE firm:

1. Submit a request to replace a DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation.
b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following:
i. Description of scope of work and cost proposal
ii. Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
iii. Revised Exhibit 10-O2: Consultant Contract DBE Commitment

2. If CONSULTANT has not identified a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of LOCAL AGENCY's authorization to terminate the DBE. CONSULTANT may request the LOCAL AGENCY's approval to extend this submittal period to a total of 14 days. Submit documentation of actions taken to find a DBE replacement firm, such as:
• Search results of certified DBEs available to perform the original DBE work identified and or other work CONSULTANT had intended to self-perform, to the extent needed to meet DBE commitment
• Solicitations of DBEs for performance of work identified • Correspondence with interested DBEs that may have included contract details and requirements
• Negotiation efforts with DBEs that reflect why an agreement was not reached • If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive
• Copies of each DBE's and non-DBE's price quotes for work identified, as the LOCAL AGENCY may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher
• Additional documentation that supports CONSULTANT’s GFE The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE replacement request within

Professional Services
Agreement | 21
st
five (5) business days.

F. Commitment and Utilization
The LOCAL AGENCY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

The LOCAL AGENCY shall request CONSULTANT to:

1. Notify the LOCAL AGENCY’s contract administrator or designated representative of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including:
• Name and business address of each 1 -tier subconsultant • Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
• Date of payment and total amount paid to each business (see Exhibit 9-F: Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

If a DBE is decertified before completing its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the LOCAL AGENCY. On work completion, CONSULTANT shall complete Exhibit 17-O: Disadvantaged Business Enterprises (DBE) Certification Status Change and submit the form to the LOCAL AGENCY within 30 days of contract acceptance.

Upon work completion, CONSULTANT shall complete Exhibit 17-F: Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the LOCAL AGENCY within 90 days of contract acceptance. The LOCAL AGENCY will withhold $10,000 until the form is submitted. The LOCAL AGENCY will release the withhold upon submission of the completed form.

In the LOCAL AGENCY’s reports of DBE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.

G. Commercially Useful Function
DBEs must perform a commercially useful function (CUF) under 49 CFR 26.55 when performing work or supplying materials listed on the DBE Commitment form. The DBE value of work will only count toward the DBE commitment if the DBE performs a CUF. A DBE performs a CUF when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself.

CONSULTANT must perform CUF evaluation for each DBE working on a federal-aid contract, with or without a DBE goal. Perform a CUF evaluation at the beginning of the DBE’s work and continue to monitor the performance of CUF for the duration of the project.

Professional Services
Agreement | 22
CONSULTANT must provide written notification to the LOCAL AGENCY at least 15 days in advance of each DBE's initial performance of work or supplying materials for the Contract. The notification must include the DBE's name, work the DBE will perform on the contract, and the location, date, and time of where their work will take place.

Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
• Subcontract agreement with the DBE
• Purchase orders
• Bills of lading
• Invoices
• Proof of payment
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

CONSULTANT must notify the LOCAL AGENCY immediately if they believe the DBE may not be performing a CUF.

The LOCAL AGENCY will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 9-J: DBE Commercially Useful Function Evaluation, submitted supporting information, field observations, and through any additional LOCAL AGENCY evaluations. The LOCAL AGENCY must evaluate DBEs and their CUF performance throughout the duration of a Contract. The LOCAL AGENCY will provide written notice to the CONSULTANT and the DBE at least two (2) business days prior to any evaluation. The CONSULTANT and the DBE must participate in the evaluation. Upon completing the evaluation, the LOCAL AGENCY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the LOCAL AGENCY determines the DBE is not performing a CUF, the CONSULTANT must suspend performance of the noncompliant work.

CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of LOCAL AGENCY’s request such as:
• Proof of ownership or lease and rental agreements for equipment • Tax records
• Employee rosters
• Certified payroll records
• Inventory rosters
Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.

If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF

Professional Services
Agreement | 23
in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the noncompliant portion of the work. LOCAL AGENCY will ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work.

If corrective actions cannot be accomplished to ensure the DBE performs a commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.

H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier.

The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

K. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY’s Contract Administrator within thirty (30) calendar days.

L. For projects awarded on or after March 1, 2020, but before September 1, 2023: after submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the prime contractor/consultant must complete and email Exhibit 9-F:

Disadvantaged Business Enterprise Running Tally of Payments to [email protected] with a copy to local administering agencies.

For projects awarded on or after September 1, 2023: Exhibit 9-F is no longer required. Instead, by the 15th of the month following the month of any payment(s), the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract. If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

M. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

Professional Services
Agreement | 24

ARTICLE XIX INSURANCE AND INDEMNIFICATION
Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certificates of insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other insureds. Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant’s indemnification liabilities as provided in Section XIX.6.

XIX.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of selfinsurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

XIX.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and nonowned automobiles.

Professional Services
Agreement | 25
b. Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
c. Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
i. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
ii. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

XIX.3 Professional Liability Insurance.
a. General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved in writing by City. b. Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
i. The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates.
iii. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage.
iv. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

XIX.4 All Policies Requirements.
a. Acceptability of Insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of Coverage. Prior to beginning the Services under this Agreement,

Professional Services
Agreement | 26
Consultant shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference: «Contract_Title». The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: City of Yorba Linda, 4845 Casa Loma Ave, Yorba Linda, CA 92886. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant.
c. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
d. Additional Insured; Primary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds on the General and Automobile Liability policies with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
e. Deductibles and Self-Insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or selfinsured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its

Professional Services
Agreement | 27
policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

XIX.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

XIX.6 INDEMNIFICATION
Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or intentionally wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.

Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel reasonably approved by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8.

The term “design professional” as defined in Section 2782.8, is limited to licensed architects,

Professional Services
Agreement | 28
licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.

Limitation of Indemnification. The provisions of this Section do not apply to claims occurring as a result of City’s negligence. The provisions of this Section shall not release City from liability arising from negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

ARTICLE XX FUNDING REQUIREMENTS AND INDEMNIFICATION
A. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the AGREEMENT were executed after that determination was made.

B. This AGREEMENT is valid and enforceable only if sufficient funds are made available to LOCAL AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.

C. It is mutually agreed that if sufficient funds are not appropriated, this AGREEMENT may be amended to reflect any reduction in funds.

D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.

E. ANNUAL APPROPRIATION OF FUNDING. In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Consultant acknowledges and agrees that to the extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.

ARTICLE XXI CHANGE IN TERMS
A. This AGREEMENT may be amended or modified only by mutual written agreement of the parties.

B. CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY’s Contract Administrator.

C. There shall be no change in CONSULTANT’s Project Manager, as listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written approval by LOCAL AGENCY’s Contract Administrator.

D. Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement

Professional Services
Agreement | 29
beyond that provided for herein. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement unless Consultant’s scope of work is increased by the amendment. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

E. Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

F. Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator.

Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.

G. Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement.

H. Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
• Immediately terminate this Agreement. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; Retain a different consultant to complete the Services; and/or Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXIII DISPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty-five

Professional Services
Agreement | 30
(45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other.

A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall, prior to the initiation of a lawsuit, be decided by a committee consisting of LOCAL AGENCY’s Contract Administrator and City Engineer, who may consider written or verbal information submitted by CONSULTANT.

B. Not later than thirty (30) calendar days after completion of all work under the AGREEMENT, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

C. Neither the pendency of a dispute, nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT nor is LOCAL AGENCY excused from making payment to CONSULTANT as they become due.

ARTICLE XXIV INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if federal participating funds are used in this AGREEMENT; to review and inspect the project activities and files at all reasonable times during the performance period of this AGREEMENT.

ARTICLE XXV SAFETY
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives.

CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site.

B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code.

CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.

ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City upon payment therefore, and CONSULTANT shall have no property right therein whatsoever. Immediately upon termination and payments of all compensation due to CONSULTANT, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights

Professional Services
Agreement | 31
therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.

C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other project except the one detailed in this Contract.

Any reuse by City for another project or project location shall be at City’s sole risk.

D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federalaid contracts).

E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.

ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.

Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT’s personnel services under this AGREEMENT.

C. Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this AGREEMENT in order to resolve the construction claims.

ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT from unauthorized use and disclosure.

B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT, at public hearings, or in response to questions from a Legislative committee.

D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this AGREEMENT without prior review of the

Professional Services
Agreement | 32
contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.

E. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article.

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the AGREEMENT record.

ARTICLE XXXI PROMPT PAYMENT
A. PROMPT PAYMENT FROM LOCAL AGENCY TO CONSULTANT
The LOCAL AGENCY shall make all project progress payment within 30 days after receipt of an undisputed and properly submitted payment request from CONSULTANT on a professional service contract. If the LOCAL AGENCY fails to pay promptly, the LOCAL AGENCY shall pay interest to the CONSULTANT, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfied and pro-rated as necessary. Upon receipt of the payment request, the LOCAL AGENCY shall act in accordance with both of the following:
(1) The LOCAL AGENCY shall review each payment request as soon as feasible after receipt to verify it is a proper payment request.
(2) The LOCAL AGENCY must return any payment request deemed improper by the LOCAL AGENCY to the CONSULTANT as soon as feasible, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall include documentation setting forth in writing the reasons why it is an improper payment request.

B. PROMPT PAYMENT CERTIFICATION
For projects awarded on or after September 1, 2023: the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract by the 15th of the month following the month of any payment(s). If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

The LOCAL AGENCY must verify all Exhibit 9-P information, monitor compliance with prompt payment requirements for DBE and non-DBE firms, and address any shortfalls to the DBE commitment and prompt payment issues until the end of the project. The LOCAL AGENCY must email a copy of Exhibit 9-P to [email protected] before the end of the month after receiving the Exhibit 9-P from the CONSULTANT.

Professional Services
Agreement | 33

ARTICLE XXXII TITLE VI ASSURANCES
APPENDICES A - E of the TITLE VI ASSURANCES

APPENDIX A
During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:
a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.
b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations.
c. Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub- agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives.

Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.
e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
ii. cancellation, termination or suspension of the Agreement, in whole or in part.

Professional Services
Agreement | 34
f. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

CONSULTANT shall take such action with respect to any sub-agreement or procurement as the recipient or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of such direction, CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

Professional Services
Agreement | 35

APPENDIX E
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following nondiscrimination statutes and authorities, including, but not limited to:

Pertinent Non-Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

Professional Services
Agreement | 36

ARTICLE XXXIII NOTIFICATION
All notices hereunder and communications regarding interpretation of the terms of this AGREEMENT and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

CONSULTANT:

PSOMAS
Arief Naftali ,Project Manager
5 Hutton Centre Drive, Suite 300
Santa Ana, CA 92707
LOCAL AGENCY:

CITY OF YORBA LINDA
Rick Yee , Contract Administrator
4845 Casa Loma Avenue
Yorba Linda, CA 92886

ARTICLE XXXIV CONTRACT
The two parties to this AGREEMENT, who are the before named CONSULTANT and the before named LOCAL AGENCY, hereby agree that this AGREEMENT constitutes the entire AGREEMENT which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this AGREEMENT as evidenced by the signatures below.

ARTICLE XXXV MISCELLANEOUS
a. Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Consultant shall have the sole obligation to pay for any taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such taxes, penalties or interest levied, assessed, or imposed against City hereunder.
b. Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The

Professional Services
Agreement | 37
terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. c. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. d. Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.
e. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by Consultant.
[Signatures on Following Page]

Professional Services
Agreement | 38
IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above.

CITY OF YORBA LINDA
Dated: By:

MARK A. PULONE

CITY MANAGER
ATTEST:
__________________________________
Marcia Brown
City Clerk CONSULTANT: PSOMAS
_______________________________
By: ________________________________
Signature: ________________________________
Title: ________________________________

Address: ________________________________
________________________________
_______________________________ By: ________________________________

City of Yorba Linda Finance Director Signature: ________________________________

Title: ________________________________

Address: ________________________________
________________________________

APPROVED AS TO FORM:

RUTAN & TUCKER LLP
_____________________________
Todd Litfin
City Attorney
Two signatures are required if a corporation.

NOTE: CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS IDENTITY.

Professional Services
Agreement | 39

ATTACHMENT 1

CONSULTANT
COST PROPOSAL Page 259 of 601
Proposal | 06.30.25
Valley View Safety Project
Environmental Documentation
and Engineering Design Services

CITY OF YORBA LINDA

ii
Table of Contents
A: Cover Letter 1
B: Company Data 4
C: Organizational Chart 6
D: Resumes and Qualifications of Personnel 7
E: References 8
F: Project Understanding, Overview, and
Approach 12
G: Reports 25
H: Communication Plan 30
I: Compensation/Payment Schedule 30
J: Proposal Forms - See Appendix B J
K: Project Schedule 31
L: Contract Agreement 32
M: Federal Aid Provisions - See Appendix C M
N: Cost Proposal - Submitted Separately N
Appendix A: Resumes A-1
Appendix B: Proposal Forms B-1
Appendix C: Federal-Aid Provisions FORMS C-1
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

June 30, 2025
Attn: Rick Yee, PE
Deputy Director of Public Works/Assistant City Engineer City of Yorba Linda
4845 Casa Loma Avenue
Yorba Linda, CA 92886
Subject: Proposal for Environmental Documentation and Engineering Design Services on the Valley View Safety Project
Dear Mr. Yee:

We are pleased to submit our proposal for the Valley View Safety project in response to the City of Yorba Linda's Request for Proposals and as a follow-up to the preliminary design we completed in 2023. The Psomas Team, including our Disadvantaged Business Enterprise (DBE) partners LIN Consulting and Monument, is excited to partner again with the City to improve pedestrian access and mobility through the Valley View Avenue/Yorba Linda Boulevard intersection.

The project aims to provide ADA-compliant curb ramps on the northeast, southeast, and southwest corners of the intersection to enhance safety and connectivity. To do this, the existing catch basin located within the northeasterly curb return will be relocated to the north side of Yorba Linda Boulevard.

This relocation will likely confl ict with existing utilities, which must be relocated. Further, the traffi c signal equipment on the southeasterly corner will require modifi cation to move the pole out of the ADA ramp and to provide pedestrian push buttons for the new crossing along the east leg of the intersection.

With the level of detail presented in the preliminary design layout, the Psomas Team is highly qualifi ed to complete the fi nal design and environmental documents for the City. Our in-house environmental planners will prepare the required documentation for NEPA clearance. Based on the nature of the improvements, we have assumed the project will require a Categorical Exclusion.

With federal funds allocated for this project, the Caltrans Local Assistance Procedures Manual (LAPM) will be followed as required to release construction funds and approve the plans, specifi cations, estimate, utilities, and right-of-way.

Our project team comprises experienced professionals with a proven record of accomplishment on similar projects. Psomas has a strong history of successfully delivering similar projects such as ADA compliance, roadway widening, utility relocations, and on-call engineering services. Our team's skills and our fi rm's experience make us the ideal partner for the Valley View Safety project.

Balancing the Natural and Built Environment
5 Hutton Centre Drive
Suite 300
Santa Ana, CA 92707
714.751.7373
www.Psomas.com

Carrie Davis, PE, will be the Project Manager for this project, and Arief Naftali, PE, TE, EE, RESP1, ENV SP, will be the Contract Manager. Arief will be the main point of contact during the procurement phase of this project. As identifi ed in the fi rm's corporate resolution, Arief is a Vice President and Principal of Psomas and can bind the fi rm contractually. Once under contract, Carrie will be your main point of contact for the duration of the contract. In addition, we confi rm receipt of Addendum 1, dated June 13, 2024. The Addendum Receipt Certifi cation document can be found on the following page.

Sincerely,
Arief Naftali, PE, TE, EE, RSP1, ENV SP Carrie Davis, PE Vice President/Principal Senior Project Manager
Rick Yee, PE
June 30, 2025

3 ADDENDUM RECEIPT CERTIFICATION

ENVIRONMENTAL DOCUMENTATION & ENGINEERING DESIGN SERVICES ON THE

VALLEY VIEW SAFETY PROJECT
Proposer acknowledges receipt of this Addendum and inclusion of its conditions in his proposal by signature below and attachment of this Addendum to his proposal. PROPOSALS NOT CONTAINING THIS CERTIFICATION WILL BE REJECTED.

Addendum No. 1 Date: ______________
Received by: Date:
(Signature)
Name: Title:
(Print)
Bidder:
(Authorized Signature)
Name: Title:
(Print)
06/13/2025
Arief Naftali, PE, TE, EE, RSP1, ENV SP Vice President/Principal Psomas
06/13/2025
No. 1 Date: ______________
: D
(Signature)
T
06/13/2025
Arief Naftali PE TE EE RSP1 ENV SP
Arief Naftali, PE, TE, EE, RSP1, ENV SP Vice President/Principal Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

4 B: Company Data
Company Data
1 Offi cial Name and Address Psomas | 5 Hutton Centre Drive, Suite 300, Santa Ana, CA 92707 2 Name, Address, and
Phone of Primary Contact
Arief Naftali, PE, TE, EE, ENV SP, RSP1
5 Hutton Centre Drive, Suite 300, Santa Ana, CA 92707
714.481.7956
3 Type of Entity California Corporation (C0705477 | 2/1/1974) 4 Federal Employer I.D.

Number 95-2863554
5 Address, Phone, and
Fax of Psomas Offi ce
Locations
California
Santa Ana | 714.751.7373
5 Hutton Centre Drive, Suite 300
Santa Ana, CA 92707
Yorba Linda | 909.993.5800
22609 La Palma Avenue #202
Yorba Linda, CA 92887
Los Angeles | 213.223.1400
865 South Figueroa Street, Suite 3200
Los Angeles, CA 90017
Pasadena | 626.351.2000
150 South Arroyo Parkway, Suite 102
Pasadena, CA 91105
Riverside | 951.787.8421
1650 Spruce Street, Suite 400
Riverside, CA 92507
San Diego | 619.961.2800
401 B Street, Wells Fargo Plaza
Suite 1600
San Diego, CA 92101
Santa Clarita | 661.219.6000
27200 Tourney Road, Suite 400
Santa Clarita, CA 91355
Auburn | 530.885.7072
11661 Blocker Drive, Suite 200
Auburn, CA 95603
Roseville | 916.788.8122
1410 Rocky Ridge Drive, Suite 300
Roseville, CA 95661
Sacramento | 916.979.7640
3550 Watt Avenue, Suite 140
Sacramento, CA 95821
Walnut Creek | 925.933.2300
1660 Olympic Boulevard, Suite 300
Walnut Creek, CA 94596
Arizona
Tucson | 520.292.2300
1745 East River Road, Suite 245
Tucson, AZ 85718
Utah
Salt Lake City | 801.284.1210
11456 South Temple Drive, Suite 200
South Jordan, UT 84095
Washington
Seattle | 206.286.1640
3131 Elliott Avenue, Suite 400
Seattle, WA 98121
Tacoma | 253.627.0720
2502 Jeff erson Avenue
Tacoma, WA 98402
Wenatchee | 509.663.2711
23 South Wenatchee Avenue, Suite 223
Wenatchee, WA 98801
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

5 Company Data
6 Firm Ownership
Psomas is an employee-owned company. All employees own shares through the Employee Stock Ownership Program, which are distributed annually. In addition to shares being distributed annually, shares are also purchased by the company upon an employee’s retirement or separation from the company. 7 Years in Business Under
Current Business Name 26 years
8 Years of Experience
Providing Relevant
Services
79 years
9 Failures or Refusals to
Complete a Contract and
Explanation
None
10 Individuals/Firms Who
Own an Interest of 10% or
Greater
No individual/fi rm owns a 10% or greater interest in Psomas. 11 Financial Interests in
Other Lines of Business Psomas does not have business lines other than for professional services. 12 Claims for Money or
Damages History
As is common with leaders in our industry, Psomas has been involved in project claims over our 79-year history, none of which has aff ected, or will aff ect, our ability to provide services on the project. Psomas can confi rm that there currently are no outstanding project claims.
13 Litigation/Adverse
Judgment History
As is common with leaders in our industry, Psomas has been involved in litigation over our 79-year history, none of which has aff ected, or will aff ect, our ability to provide services on a project. Psomas can confi rm that it is not currently a defendant or cross-defendant in any project litigation. 14 Termination of Contract
“For Cause” History
Psomas does not track this type of information as there are many reasons why a contract may be terminated prior to completion. For example, we have had clients cancel programs due to budgetary constraints, or COVID-19, and have had clients decide to fi nish our scope with their in-house staff . Regardless, Psomas can confi rm that it has not been terminated for cause or default.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

6 C: Organizational Chart

ROADWAY DESIGNER
Shayesteh Vafai, ENV SP

ROADWAY DESIGNER
Daniel Pham
PSOMAS
Carrie Davis, PE
PSOMAS

DEPUTY DIRECTOR OF PUBLIC WORKS /

ASSISTANT CITY ENGINEER
Rick Yee, PE
Arief Naftali, PE,
TE, EE, RSP1, ENV SP
PSOMAS
Roadway Design
City of Yorba Linda

DRAINAGE DESIGNER
Rafael Chavez, PE

DRAINAGE DESIGNER
Steve Baine, PE, QSD
PSOMAS

TRAFFIC DESIGNER
Ray Kommidi, PE, TE
LIN CONSULTING, INC .
(DBE)

UTILITY COORDINATION
Curtis Bibolet, SR/WA,
RW-AMC

MONUMENT
(DBE)
Drainage Design Traffi c Design Right-of-Way and
Utility Coordination

QUALITY ASSURANCE/

QUALITY CONTROL

CONTRACT/PROJECT MANAGER
Organizational Chart
Psomas has assembled a team of professionals who excel in their respective fi elds and whom we consider all to be key to this project. The Organizational Chart presented below identifi es these key team members, their roles, and lines of communication on this contract. Monument and LIN Consulting are part of the team and they are ready to provide the services indicated as part of the Scope of Work.

Key Personnel
All key personnel identifi ed in the Organizational Chart below will remain assigned during the term of the agreement. If a subconsultant substitution is required, Psomas will obtain approval from the City of Yorba Linda priorto use of a diff erent subconsultant on this project.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

7 D: Resumes and Qualifi cations of
Personnel
Staffi ng Plan
Psomas is committed to completing this project as outlined in our Project Schedule provided is Section K, page 32. In order to achieve a high quality project on time, personnel who are responsible for the outcome of project tasks have been carefully assigned according to their skills and availability, as summarized in the table below:

Task No. Task Description Availability

1.0 Project Management and Meetings
 Carrie Davis — Project Manager
 Arief Naftali — QA/QC Manager
75%
60%

2.0 Project Approval and Environmental Document Report
 Jennifer Marks - Environmental Lead
 Sean Noonan - Environmental Planner
 Jordan Werkmeister - Environmental Planner
50%
75%
50%

3.0 Permitting
Shayesteh Vafai — Civil Design Lead 80%

4.0 Baseline Data Collection
 Shayesteh Vafai - Civil Design Lead
 Daniel Pham - Civil Designer
 Curtis Bibolet (Monument) - Utility Coordination
 Steve Price - Project Surveyor/ Right-of-Way Mapping  Arief Naftali - Traffi c Control
75%
75%
50%
50%
60%

5.0 Final Engineering (Plans, Specifi cations, and Estimates)  Shayesteh Vafai - Civil Design Lead
 Daniel Pham - Civil Designer
 Arief Naftali - Traffi c Signal Modifi cation
 Rafael Chavel - Drainage Lead
 Steve Baine - Drainage Design Engineer
75%
75%
60%
50%
75%

6.0 Advertisement and Bidding Support
 Carrie Davis - Project Manager
 Shayesteh Vafai - Civil Design Lead
75%
75%

7.0 Construction Support
 Carrie Davis - Project Manager
 Shayesteh Vafai - Civil Design Lead
75%
75%
Resumes
Resumes for all team members are provided in Appendix A and demonstrate past experience to perform the Scope of Services.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

8 Psomas provided engineering
design services to implement
Safe Routes to School (SRTS)
improvements around Boyd
Elementary School located
on the northeast corner of
Sycamore Avenue and Merrill
Avenue, in the City of Rialto.

These improvements included:
 Approximately one mile of new sidewalk and ADA-compliant driveways along four residential roadways across over 80 private properties with consideration of unique edge
conditions at each
 School signage near the South
Street/Sycamore Avenue
intersection, near the Joyce
Avenue/Merrill Avenue intersection,
and along Merrill Avenue in multiple
locations
 Merrill Avenue – School signage and
speed feedback signs
 New traffi c signal at the Merrill
Avenue/Sycamore Avenue
intersection
 Water quality infi ltration trenches
Boyd Elementary School Safe Routes to School
Boyd Elementary School, Safe Routes to
School
City of Rialto/Rialto, CA
Boyd Elementary School Safe
Routes to School Sycamore and
Merrill Rialto
Relevance to this Project
 ADA compliant curb ramps and
driveways
 New traffi c signal
 Utility coordination

CLIENT/AGENCY
Arturo Cervantes
Engineering Manager
City of Rialto
909.820.2531
[email protected]

PROJECT MANAGER
Carrie Davis, Project
Manager

PROJECT DATES
6/2023 to Present

COST OF

CONSTRUCTION
$1,600,000

SIZE OF THE PROJECT
One mile of new sidewalk
and ADA-compliant
driveways along four
residential roadways
across over 80 private
properties
E: References
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

9 In 2019, Psomas was awarded an
on-call services contract with the
Riverside County Transportation
Department, extending through
2024. Here are some recent task
orders from this contract:
 Center Street/Stephens
Avenue Resurfacing:

Psomas developed plans for pavement rehabilitation and reconstruction in Highgrove, including improvements to guardrails, sidewalks, driveways, curb ramps, and gutters. The estimated construction cost is $1.1 million.
 Soboba Road Resurfacing PS&E: Psomas is rehabilitating Soboba Street between Stetson Avenue and SR-74, including surface drainage and curb ramps. Services include design, surveys, drainage analysis, utility coordination, and traffi c control plans.
 Cornell Street Resurfacing PS&E: Psomas is designing pavement resurfacing for Cornell Street in Hemet, including full-depth pavement removal, surface drainage improvements, and ADA ramp upgrades.  Grand Avenue Sidewalk Gap Closure PS&E: Psomas is closing a sidewalk gap along Grand Avenue in Lake Elsinore, with improvements to sidewalks, drainage, and ADA ramps.

Grand Avenue sidewalk gap closure
RCTD On-Call Engineering and Surveying
Services
Riverside County Transportation Department/
Riverside County, CA

CLIENT/AGENCY
Mike Heath PE, Senior Civil
Engineer
County of Riverside
951.955.2366
[email protected]

PROJECT MANAGER
Carrie Davis,
Project Manager

PROJECT DATES
08/2019 to 9/2023

COST OF

CONSTRUCTION
$7.5M

SIZE OF THE PROJECT
Four (4) local roadways of
varying lengths
Relevance to this Project
 ADA compliant curb ramps and
driveways
 Drainage design
 Utility coordination
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

10 Psomas completed design
plans to extend the existing
Oso Creek Trail to the south by
approximately 800 feet and to
construct a new prefabricated
pedestrian bridge over Oso
Creek. Services included
fi eld topographic survey,
environmental review, civil and
structural design, signage, and
water quality documentation
and design. This project provides a vital link between the existing Oso Creek Trail and the City of Laguna Niguel's planned extension to the south, as it provides a crossing from the east side of Oso Creek to the west side.

As a condition of development for Hanover Company, the plans were permitted by the City's Public Works and Building and Safety Departments, as well as Orange County Public Works. Psomas coordinated with the County and City to assist in the development of a Maintenance and Use agreement to allow the City to operate and maintain the trail improvements on OCPW property.

South Forbes Road Pedestrian Bridge Over Oso Creek
Oso Creek Multi-Use Trail Preliminary
Design and PS&E
The Hanover Company/City of Laguna Niguel/Laguna
Niguel, CA
South Forbes Road Pedestrian Bridge Over Oso Creek
Relevance to this Project
 Pedestrian improvements
 ADA compliance
 Permitting through OCPW

CLIENT/AGENCY
Daniel Leach
Project Executive
The Hanover Company
310.850.7348
[email protected]

PROJECT MANAGER
Carrie Davis,
Project Manager

PROJECT DATES
06/2022 to Present

COST OF

CONSTRUCTION
$600,000

SIZE OF THE PROJECT
Extend the existing Oso
Creek Trail to the south
by approximately 800
feet and construct a new
prefabricated pedestrian
bridge over Oso Creek.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

11 The approximately 2.95-milelong Crenshaw Boulevard
Transportation Improvement
Project provides infrastructure
improvements, including
street improvements to
increase safety and mobility
and pedestrian improvements,
transit accessibility
improvements, traffi c signal
modifi cations, upgrades,
streetscape improvements and landscaping, and other traffi c safety enhancements. The project intends to increase connectivity to signifi cant destinations and transit ridership; and improve access to employment centers, educational facilities, healthcare facilities, parks, and recreational centers. Tasks include:
 Implement intersection improvements (e.g., curb extensions, ADA curb ramps, new pedestrian lighting)
 Install bus shelters and signage
 Plant new trees
 Provide maintenance of existing infrastructure (e.g., repair sidewalks, repave/repair roadways, and construct new medians)
 Further, the project will comply with all applicable design requirements, which would confi rm compatibility with the existing setting.  Psomas' Certifi ed Arborist assessed the condition of all trees in the public right-of-way and prepared an inventory report detailing the condition. The Arborist coordinated closely with the engineering design team and the landscape architect to provide recommendations for trees to remove or retain, guidelines to protect trees during construction, locations for additional tree planting, and selections for site-appropriate species.

Crenshaw Boulevard Transportation Improvement Project
Crenshaw Boulevard Transportation
Improvement Project
City of Inglewood/Inglewood, CA
Relevance to this Project
 ADA compliant curb ramps
 Traffi c Signal Modifi cation
 Safety enhancements

CLIENT/AGENCY
Hung Nguyen
Associate Civil Engineer
City of Inglewood
714.468.7319
hnguyen@
cityofi nglewood.org.

PROJECT MANAGER
Arief Naftali,
Project Manager

PROJECT DATES
05/2022 to Present

COST OF

CONSTRUCTION
$12 M

SIZE OF THE PROJECT

2.95 miles
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

12 F: Project Understanding,
Overview, and Approach
Understanding
The Valley View Safety Project includes improvements at the Valley View Avenue/Yorba Linda Boulevard intersection in the City of Yorba Linda. Improvements include adding ADA compliant curb ramps to the northeasterly, southeasterly, and southwesterly corners, adding a crosswalk across the easterly leg, modifying the existing signal system to accommodate the new ramps and to add pedestrian push buttons, and relocating one drainage catch basin away from the proposed curb ramp location on the northeasterly curb return.

Good communication starts with scope negotiation, a signed contract, and a kickoff meeting, and continues through the completion of the project.

Upon selection by the City, we will initiate a project kickoff meeting with you to confi rm a complete understanding of the project’s goals and objectives, communication protocols, funding or other constraints, and opportunities to maximize project benefi ts for the community. The kickoff meeting will include Psomas team members and City staff , and will provide the forum to identify clear lines of communication and review the fi nal scope, schedule, and other pertinent project details.

Psomas completed the preliminary design for this project in the fall of 2023. See our revised preliminary layout on the next page. Our approach to delivering the environmental clearance and fi nal design will be very straightforward. We will fi rst meet with the City to determine if additional improvements beyond those included in the preliminary design are warranted. Once the full scope is defi ned, we will establish our environmental footprint so that our environmental team can begin work on the Preliminary Environmental Study (PES) along with the Initial Site Assessment (ISA), which are required for National Environmental Policy Act (NEPA) clearance.

While the environmental team is hard at work on obtaining NEPA clearance, our engineering team will be fi nalizing the design of the three (3) curb ramps, drainage improvements, signing and striping, and the traffi c signal modifi cation.

The preliminary layout found on the next page depicts the proposed improvements completed by Psomas in 2023. It includes the improvements mentioned above.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

13 YORBA LINDA BLVD
VALLEY VIEW AVE VALVOLINE INSTANT OIL CHANGE Conflict with Water Vent Likely Conflict withElectric Lines (2)
Traffic SignalModificationRequired
RelocateCatch Basin
Preliminary Layout
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda Page 274 of 601 14 Scope of Work
Clarifi cations/additions/deletions to the City’s
proposed scope of work are shown in blue below.

Task 1: Project Management and
Meetings
MEETINGS:

A project kickoff meeting will be conducted
to confi rm the Scope of Services and design
parameters. PDT meetings will be conducted
monthly throughout the duration of the project to
track the overall project and facilitate the fl ow of
information between the City and the Consultant.

Additional as-needed meetings will be held to
address specifi c concerns. Agenda and meeting
minutes will be generated for each meeting by the
Consultant.

A total of six (6) meetings are included.

CITY’S COMMUNITY MEETINGS:

The Consultant shall participate in meetings with
the City, if necessary:
 City Traffi c Commission Meeting
 City Council Meeting
Task includes the preparation of exhibits,
presentations, and responding to community
input.

A total of two (2) meetings are included.

COMMUNITY MEETINGS:

The Consultant shall participate in meetings
as necessary with impacted property owners.

Task includes the preparation of exhibits,
presentations, and responding to community
input.

A total of one (1) meeting is included.

PROGRESS REPORTING:

The Consultant will supervise, coordinate,
monitor, and review the project for conformance
with standards, policies, and procedures.

Biweekly progress reports will also be provided to
document the progress on the project.

A total of 12 progress reports are included.

PROJECT MANAGEMENT PLAN (PMP):

The PMP shall include, but not be limited to:
 Introduction: background, objectives,
approach, etc.
 Project organization: key personnel,
project manager, and discipline leader’s
responsibilities and contact information
 Scope of work and contract document:
scope, approach, prime contract, and
subcontract documents
 Project design procedures: design standards
and criteria, report and drawing list,
specifi cation list, design reviews
 Project administrative procedures: fi ling
system, communication protocols, etc.
 Project budget, fee schedule and invoicing
 Prevailing wage rates
 City’s RFP
 Proposer’s proposal
 Professional Services Agreement
 Change orders
 Post-project procedures
 Quantity Management Plan (QMP)
 Any other related project information
Psomas takes no exceptions to the scope for the
PMP as written in the RFP.

Task 1 Deliverables:
 Project Management Plan (3 copies due at
the kick-off meeting)
 Meeting notices, agendas, handouts,
minutes, monthly invoices and certifi ed
payroll
 Updated project schedule due at the kickoff meeting and maintained throughout the project
 Biweekly progress reports
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

15 Task 2: Project Approval and
Environmental Documentation
Report
The Consultant shall complete all necessary
documents to confi rm the Valley View Safety
Project complies with the National Environmental
Protection Act (NEPA). The Consultant shall
complete NEPA requirements as defi ned in
Chapter 6 of the Local Assistance Procedure
Manual and any additional information required
by Caltrans leading to NEPA clearance. The
Consultant shall prepare the appropriate
environmental clearance document, including any
necessary environmental studies and Mitigation
Monitoring and Reporting Program as needed.

The Consultant shall distribute and coordinate
the environmental clearance document submittal,
including the fi ling of the Notice of Intent, Notice
of Completion, and Notice of Determination,
payment of all applicable fi ling fees, and mailing of
all public notices to stakeholders and regulatory
agencies. The Consultant shall be responsible for
the overall management and supervision of the
environmental review, including consultation with
the appropriate state, tribal councils, and local
agencies.

Psomas will attend one (1) kick-off meeting and
will prepare a project description covering project
activities.

Psomas will prepare and submit up to three (3)
hard copies of the PES form to determine what
type of NEPA documentation is appropriate and
whether technical studies will be required for the
project.

Psomas will prepare an Initial ISA Questionnaire,
which will be submitted for Caltrans review as an
attachment to the PES.

Psomas will revise the PES package based on one
(1) round of City comments and one (1) round of
Caltrans comments and will prepare a project
Environmental Commitments Record (ECR). It is
anticipated that Caltrans will determine that the
project qualifi es as a NEPA Categorical Exclusion.

Based on this assumption, Caltrans will sign the
PES and Categorical Exclusion form.

This scope of work excludes quantitative analysis
and environmental technical studies beyond the
ISA Questionnaire. Should any technical studies
of quantitative analyses be requested as part of
the PES review, a supplemental scope and fee
would be required.

This scope of work does not include CEQA
compliance; should the City or Caltrans require
CEQA compliance support, a supplemental scope
and fee would be required.

Task 2 Deliverables (shall include at a minimum):
 NEPA Environmental Checklist Form and
recommended environmental determination
 Preliminary Environmental Study (PES)
 Local Assistance Procedure Manual NEPA
Forms as approved by Caltrans
 Environmental Clearance documents with
supporting studies for NEPA
 Communications with interest groups and
stakeholders
 Caltrans approved NEPA determination
Notice of Intent, Notice of Completion, Notice of
Determination and Recorded/published notices as
required by practice or law.

Task 3: Permitting
The Consultant must secure all necessary
permits. The Consultant shall list in the proposal
all anticipated permits necessary for the
successful delivery of the project.

The Consultant shall obtain preliminary approval
from applicable regulatory agencies at the initial
design phase. The Consultant shall identify
in their proposal when the submittal to the
appropriate agency will occur and include this in
the project schedule.

The Consultant shall provide an estimate of
the required permit costs for all regulatory and
encroachment permit(s) for all agencies involved
in this project.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

HRS HRS HRS HRS HRS HRS HRS HRS HRS HRS HRS HRS HRS HRS Rates
1 Project Management and Meetings 40 8 $0 $0 $0 $0 48 $12,5712 Project Approval and Environmental Documentation Report 4 80 20 $0 $0 $0 $0 104 $19,736 3 Permitting 24 $0 $0 $0 $0 24 $4,4824 Baseline Data Collection 4 0 0 0 8 0 0 20 53 0 45 0 24 24 $0 $19,950 $10,000 $0 178 $57,198

4.1 Data Collection $0 $0 $0 $0 - $04.2 Utility Potholing 4 8 8 $0 $0 $10,000 $0 20 $13,7004.3 Utility Coordination $0 $14,440 $0 $0 - $14,4404.4 Survey Control 4 16 8 16 16 $0 $0 $0 $0 60 $10,6784.5 Right-of-Way Mapping and Acquisition (3 Legal Descriptions) 4 45 5 $0 $5,510 $0 $0 54 $12,168

4.6 Traffic Control Plan 4 40 $0 $0 $0 $0 44 $6,211
5 Final Engineering (Plans, Specifications and Estimate – 100% PS&E) 5 4 18 0 4 0 40 0 56 - 0 80 4 0 0 $20,322 $0 $0 $0 206 $56,831

5.1 Preparation of Construction Plans 4 2 0 4 0 32 0 20 0 0 64 0 0 0 $20,322 $0 $0 $0 126 $41,318

5.1.1 Title Sheet/General Notes/Construction Notes 1 2 4 8 $0 $0 $0 $0 14 $2,3345.1.2 Removals 1 16 $0 $0 $0 $0 16 $2,0205.1.3 Street Improvement Plan 1 16 40 $0 $0 $0 $0 56 $8,0385.1.4 Storm Drain Improvement Plan 1 4 32 $0 $0 $0 $0 36 $7,4435.1.5 Traffic Signal Modification Plan 1 4 $20,322 $0 $0 $0 4 $21,483

5.2 Technical Specifications and Special Provisions 8 28 4 $0 $0 $0 $0 40 $7,3865.3 Engineer’s Estimate of Construction Costs 8 16 $0 $0 $0 $0 24 $3,5145.4 Construction Schedule and Working Day Analysis 8 $0 $0 $0 $0 8 $2,3075.5 Authorization to Proceed with Construction (OPTIONAL) 8 $0 $0 $0 $0 8 $2,307 6 Advertisement and Bidding Support 0 2 0 0 0 0 0 8 0 0 0 0 0 0 0 $0 0 $0 0 $0 0 $0 10 $2,071

6.1 Pre-Bid Meeting 2 $0 $0 $0 $0 2 $5776.2 Response to Bidders RFIs 8 $0 $0 $0 $0 8 $1,494 7 Construction Support 0 2 0 0 0 0 0 8 0 0 16 0 0 0 $0 $0 $0 $0 26 $4,091

7.1 Pre-Construction Meeting 2 $0 $0 $0 $0 2 $5777.2 Response to RFIs 8 $0 $0 $0 $0 8 $1,0107.3 Shop Drawing/Submittal Review 8 $0 $0 $0 $0 8 $1,4947.4 Record Drawings 8 $0 $0 $0 $0 8 $1,010 ODCs $1,500
Total Budget: 8 62 4 4 8 40 80 116 53 20 141 12 24 24 $20,322 $19,950 $10,000 $0 596 $158,478 Party Chief
179.04
Traffic Lead
290.16
Drainage
Lead
221.77
Project
Designer
204.86 186.73
Project
Designer
126.27
Survey Lead
216.79
Valley View Safety Project
114.65
NO. OF
SHEETS
Project
Manager ODCs Total
HoursCOST
Project
Assistant
129.68
Project
Surveyor
190.11288.33
Task
No.

Work Task or Item
Description
Environmental
Lead
277.64
Environmental
Planner
199.28
Environmental
Planner
134.14
Project
Engineer Surveyor
Total FeeCOST
Potholing
Contractor
COST
Monument
COST
LIN Consulting

16 Psomas will apply for and secure an
encroachment permit from the City to conduct
supplemental fi eld survey and utility potholing.

This will be initiated upon Notice to Proceed to
facilitate early completion of these tasks. It is
assumed that all permit fees will be waived by the
City.

Task 3 Deliverables:
 Coordinate and complete all administrative
work necessary to obtain related permits.

Task 4: Baseline Data Collection
The following information will be provided by the
City.
 Aerial Topography
 Orthorectifi ed Aerial Photograph
 Utility notifi cation, responses, and facility
maps or record drawings
DATA COLLECTION:

Existing and readily available data will be
assembled from the City and other Agencies,
including improvement plans, drainage reports,
geotechnical data, As-Built drawings, other
reports, traffi c data, agreements, assessor parcel
data, tract and parcel maps, and right-of-way
information.

As part of the preliminary design phase, Psomas
has collected relevant background data for this
project. Collection of additional materials is not
anticipated to be required.

UTILITY POTHOLING:

In the Consultant’s proposed fee schedule,
the Consultant must provide an allowance, for
potholing of utilities related costs, including
other agency costs, and of any proposed
locations of new improvements such as traffi c
signal foundations. Locations must be based on
information received from utility investigations
and the design plans showing proposed traffi c
signal poles. The Consultant must confi rm with
the City whether utilities must be marked prior to
or after the design topographical survey. Pothole
locations and depth from surface to the utility.

Compensation will be based on the unit price
for each pothole as listed in the fee schedule
but may not exceed the allowance. Such unit
price shall include all necessary eff orts related
to this item, including traffi c control. From utility
research and utility potholing, the Consultant
will compile and incorporate utility information
on the roadway Base Sheets. Confl icts with
existing utilities will be identifi ed for resolution
with the confl icting utility. Pothole locations must
be backfi lled with a permanent cement-type
material, and must be approved by the Public
Works inspector or Superintendent. Provide a
summary report of fi ndings as the deliverable for
this item.

Psomas will subcontract with a potholing
contractor to establish the horizontal and
vertical location, material, and size of existing
utilities using air-vacuum excavation for fi ve (5)
potholes. Following excavation, the potholes will
be backfi lled with native material, compacted
with a hand tamper, and surface restored with
cold patch asphalt. A Testhole Data Report,
including Photo Logs summarizing fi ndings, will be
provided.

GEOTECHNICAL INVESTIGATION AND
REPORTING:

Field Investigations
 Review of available pertinent, published and
unpublished geotechnical literature and
maps
 Site reconnaissance of the existing onsite
geologic / geotechnical conditions and
mapping of the site
 Public utility clearance (USA)
 Subsurface soil sampling and boring by a
geologist. Proposer to provide preliminary
plan showing proposed locations of pits and
depths with the proposal.
 Comply with Water Quality NPDES
requirements
GEOTECHNICAL ANALYSIS:
 Geotechnical laboratory testing of
representative soil samples obtained.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

17 Geotechnical testing including: Atterberg
Limits, maximum density / optimum
moisture content, direct shearing testing,
expansion index testing, corrosion testing
(soluble sulfate, pH, chlorides and minimum
resistivity testing), and R-value testing.

Limited laboratory testing to support our
fi eld observations and provide engineering
properties for analyses.
 Prepare fi nal drill logs and map for inclusion in
our summary report
 Geologic analyses of fi ndings made during
our exploration
SUMMARY REPORT:
 Analysis of the geotechnical data obtained
from the fi eld reconnaissance and laboratory
testing
 Includes geologic summary of constraints
identifi ed during our investigation
 Includes recommendations for general
geotechnical conditions, based on our
investigation
 Map showing exploration and potential
constraints
 Other content and formats as required by the
City
It is assumed that a geotechnical report is not
required for this project and is excluded.

UTILITY COORDINATION:

Existing utility information will be mapped on
the project base map and determine potential
confl icts with proposed improvements. The
Consultant shall conduct initial meetings with
those utility companies that are potentially in
confl ict. The Consultant shall prepare draft
notifi cations to all utility companies known to
operate within the project area to identify the
type and location of utilities for the project. The
City will send said notifi cation on City letterhead
and provide the Consultant with responses.
 Develop provisions to accommodate existing
and new utility facilities (e.g., maintained in
place, removed, adjusted, abandoned, or
installed).
 Eff ectively identify utility’s locations and
resolve confl icts on proposed plans to keep
project on schedule. Prepare Utility Confl ict
Sheet to summarize confl ict and resolution.
 Notify responsible utility owner of necessary
facility relocation or adjustment.
 Signifi cant utility impacts shall be refl ected
to the project schedule and coordinate to
not confl ict with other items of construction
work.

Psomas will request utility plans from utility
companies having facilities within the project
limits. We will review these plans to confi rm
previously completed mapping of existing
utilities, map in additional utilities located in the
vicinity of the southwest curb return, and identify
confl icts with the proposed improvements. Once
known, these confl icts will be communicated to
the utility companies who will be responsible for
the design of relocated facilities, if applicable.

We will submit plans to the utility companies
for their review and Utility Relocation Plans will
be requested from the utility companies, when
applicable. If utilities are required to be relocated,
the utility company will provide the prior rights
determination and will prepare necessary
agreements for each utility relocation within
City right-of-way, if needed. Psomas will review
Utility Relocation Plans, if applicable, received
from the utility companies for conformance with
project needs. Based upon the preliminary layout
of the proposed improvements, it is assumed
that utility confl icts will consist of relocating the
Metropolitan Water District’s vent pipe within the
existing curb return and the Southern California
Edison electric lines within the existing northerly
sidewalk. If relocation of other utility lines, poles,
and other appurtenances is required, additional
budget may be needed to accommodate the
additional utility coordination. Prior rights
research and discovery are assumed not required
and are excluded.

Because of the federal funding on the project, the
PS&E documents and procedures for approval
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

18 must follow the Local Assistance Procedure
Manual (LAPM). Chapter 11 “Design Guidance”
of the LAPM outlines the design requirements
to follow for federal-aid projects. Once prior
rights of the various utilities and who is
fi nancially responsible for their adjustments and
relocations are determined, we will assemble the
necessary utility documents such as the Notice
to Owner and the Relocation Claim Letters.

Chapter 14 “Utility Relocation” of the LAPM
will be used throughout the life of the project
to facilitate utility relocations and, ultimately,
utility certifi cation (as part of the Right-ofWay Certifi cation). Depending on whether the City is responsible for the relocation costs or
the utility company is, and whether the City is
seeking federal funds reimbursement for these
relocations, the required documentation found in
Chapter 14 will vary.

It is assumed that the respective utility
companies will secure any necessary easements
from the property owner if relocations are
required outside public right-of-way. Preparation
of legal descriptions and plats for such easements
is excluded from this scope of work but can be
added for an additional fee.

This scope of work specifi cally excludes utility
relocation design or coordination of new facilities.

If relocation or new facilities are required for any
reason, either the respective utility company
will perform the design activities, or where
appropriate, Psomas will perform required design
services based upon authorization by the City for
an additional fee. For the MWD vent pipe within
the existing northeast curb return, Psomas will
provide the location of the new vent pipe and the
underground intake and exhaust pipes to MWD so
that they may complete the relocation design.

SURVEY CONTROL:

A project surveyor will conduct research of
record survey control data and mapping from
the City of Yorba Linda. The fi eld surveyors will
recover horizontal / vertical control monuments
used for aerial mapping control, centerline
monumentation and ties, and establish the record
centerline on Valley View Ave and Yorba Linda
Blvd.

Surveys performed by the Consultant shall
conform to the requirements of the Land
Surveyors Act and Caltrans Surveys Manual. In
accordance with the Act, "responsible charge" for
the work shall reside with a pre January 1, 1982,
Registered Civil Engineer or a Licensed Land
Surveyor, in the State of California.

The Consultant shall conduct a complete survey
of the project area, including locations for
right-of-way in the project area, and develop
topographic survey fi les in AutoCAD format as
basis for design work. A base map will be prepared
and provided to the City for review.

Topographic survey was completed for the
northeasterly and southeasterly curb returns
of the intersection during the preliminary
design phase, however survey is needed for the
southwesterly curb return. Psomas will establish
project survey control using a combination
of fast-static GPS and conventional survey
methods. Horizontal control will be relative to the
North American Datum of 1983 (NAD83), with
coordinates based on the California Coordinate
System (CCS83, Zone VI) based on the Orange
County horizontal control network (OCS 2007.00
Epoch). Vertical control will be based on County of
Orange benchmark at the northeast corner of the
ramp area, relative to the North American Vertical
Datum of 1988 (NAVD88), latest adjustment.

Mapping will conform to typical 20-scale mapping.

We will do a full detailed survey of the entire
southwesterly curb return, adjacent utilities,
curb, gutter, and sidewalk for 50 feet south and
west on the south side of Yorba Linda Boulevard,
along with pothole information gathered in the
fi eld. We have included two (2) days in the fi eld
for the topographic surveys and potholing, along
with the requisite time in the offi ce for postprocessing, fi eld to fi nish, scheduling, quality control, and project management.

RIGHT-OF-WAY MAPPING AND ACQUISITION:

Obtain existing Parcel Maps, Tract Maps and
Preliminary Title Reports for parcels on either
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

19 side of Yorba Linda Boulevard. Map right-ofway, parcel lines, and easements on the project base map. Consultant must identify rightof-way impacts associated with the project.

Existing right-of-way lines will be identifi ed on
the engineering plans. Obtain Right-of-Way
Certifi cation summarizing the status of all rightof-way related matters pertaining to a proposed construction project.

The Consultant will check and review for accuracy
existing and proposed all recorded property
legal instruments such as, but not limited to,
survey documentation and title reports, lot and
boundary closure, dedications and easement
provisions, legal descriptions, completeness
and accuracy of data notation, and necessary
certifi cations of City staff .

The Consultant shall support the City in its
right-of-way acquisition eff orts including, but
not limited to, surveying, determination of rightof-way areas, preparation of legal descriptions and accompanying map exhibit, fi eld surveys,
legal research of properties, appraisal services,
temporary construction easements, right of
entry, acquisition and imminent domain and other
eff orts necessary to convey properties to public
use for construction and use by the City.

During the preliminary phase, Psomas plotted the
existing right-of-way lines at the northeasterly
and southeasterly corners of the intersection,
which is suffi cient for preparing legal descriptions
for temporary construction easements (TCEs).

Psomas will complete right-of-way mapping for
the southwesterly curb return.

Psomas will prepare three (3) legal descriptions
and plat maps to support the temporary
construction easements for the proposed
curb returns and ADA ramps at the northeast,
southeast, and southwest corners of the
intersection.

TRAFFIC CONTROL PLAN:

Traffi c control plans and construction staging
shall be an important element for this project.

The Consultant shall develop a traffi c control
plan to verify constructability and feasibility
of traffi c handling for the project, primarily
focusing on minimizing traffi c impacts during
construction. The Transportation Control Plan
shall minimize project-related traffi c delays,
and provide continuous traffi c circulation and
access, with adequate space for safe and effi cient
construction. The Consultant shall submit a
complete Traffi c Control Plan for review and
approval by the City.

Psomas will prepare a temporary traffi c control
plan with curb lane closures and temporary,
5-foot-wide pedestrian corridors to allow
pedestrians uninterrupted access to sidewalk and
paths of travel. Up to two (2) 1”=40’ Temporary
Traffi c Control plans, including a general note and
legend, will be prepared and submitted for the
City’s review and approval. They will show work
zone areas, as well as tapers and transitions on
both the eastbound and westbound approaches.

Task 4 Deliverables:
 Pothole Map showing existing utilities
and proposed pothole locations (Total 5
potholes)
 Base maps of the site including, survey,
utilities, existing improvements, etc. (hard
copy and AutoCAD fi les)
 Right of Way Map
 Traffi c Control Plan
 Geotechnical Report
Task 5: Final Engineering (Plans,
Specifi cations and Estimate –
100% PS&E)
Final engineering documents shall be prepared to
support the Environmental Document approval.
100% PSCE documents (Final Engineering and
construction bid package) shall be prepared.

Supporting work may include, but not limited
to, utility coordination, survey, Right-of-Way
services, and Geotechnical Investigations to
support fi nal PSCE, water quality compliance and
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

20 special provisions. The Consultant is responsible
for developing and assembling contract
construction bid documents to be used in the
advertising process for the construction project.

The title sheet shall include an approval block for
the City of Yorba.

All off site improvement design on private
property, necessary to support the roadway
improvements, shall be included in the fi nal design
and Consultant’s fee proposal.

PREPARATION OF CONSTRUCTION PLANS:

Prepare fi nal plans, describing location, design
features, and construction requirements in
suffi cient detail to facilitate construction and
estimation of construction costs. Provide all
necessary supporting calculations, such as
structural, for review and approval.

All plan sheets shall be in plan view at the
appropriate scale with details as necessary
for construction. Plans shall include all
improvements, details, traffi c control, detour,
and phasing plans, signing and striping plans, etc.

Plans shall also show property/right-of-way lines,
Temporary Construction Easement (TCE), and all
existing improvements such as, but not limited
to, curb and gutter, curb returns, cross gutters,
sidewalk, access, transition work on private
property, and utilities. Any removals and possible
relocations shall be shown on a demolition plan.

All fi nal plans shall be signed and stamped by a
registered Civil Engineer, Structural Engineer,
and/or Traffi c Engineer as applicable and
appropriate. The plan listing below is a guide,
however, the Consultant shall submit an
anticipated fi nal plan list with the proposal.
 Title Sheet
 General Notes / Construction Notes
 Removals
 Street Improvement Plan
 Construction Details
 Storm Drain Improvement Plan
 Traffi c Signal Modifi cation
Psomas will prepare a complete set of
Improvement Plans for the enhancements
detailed shown on page 13. The street
improvement plans will contain the required
information to construct each curb ramp and
signing and striping improvements; therefore,
separate construction detail sheets and signing
and striping plans will not be required and are not
included.

Plan types will be completed in conformance with
the latest available design, drafting, and policy
and procedure manuals of the City. The table
below lists the plan sheets anticipated to be
required.

Deliverables: 65% and 100% submittal for review
and comments, incorporate revisions as necessary,
three (3) copies of the fi nal plans for review and
all project fi les in digital pdf format, including all AutoCAD drawings with reference fi les.

PREPARATION OF TECHNICAL
SPECIFICATIONS AND SPECIAL PROVISIONS:

The City will provide the Standard Boilerplate
Specifi cations, and the Consultant shall prepare
the Technical Specifi cations and Special
Estimated
No. of
Sheets
Plan Scale
1 Title Sheet Varies
1 General Notes/
Construction Notes N/A
1 Removals 1”=20’
1 Street Improvement Plan 1”=20’
1 Storm Drain Improvement
Plan 1”=20’
1 Traffi c Signal Modifi cation 1”=20’
2 Traffi c Control Plans 1”=40’
8 = Total Number of Sheets
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

21 Provisions, and shall include all information,
language, and forms to comply with applicable
funding requirements. An interdisciplinary review
(Civil vs. traffi c vs. structural) shall be performed
to confi rm consistency of the specifi cations
with the Engineer’s Estimate and Plans.

Documentation of this review may be requested
by the City. Work in other agency right of way,
shall adhere to that agency’s standards and
boilerplate language.

All Special Provisions for the various items of
work shall be provided to the City in an organized
in orderly format with continuity throughout,
including work performed by sub-Consultants.

The Special Provisions shall include Time of
Completion, Liquidated Damages, and Work
Hours, along with any other information deemed
necessary. Constructing staking/surveying shall
be the responsibility of the contractor.

The Consultant shall incorporate all Federal
requirements, as necessary, including special
language and forms or exhibits, for the
construction phase into fi nal specifi cations.

Include and reference all permits and
Environmental Commitment Record. The Valley
View Safety Project will utilize federal funding.

Consequently, it is recommended that the
Consultant team be highly familiar and qualifi ed
in the assembling of bid documents and the
procurement of Construction contractors
in accordance with FHWA and Caltrans
requirements.

Psomas will prepare technical specifi cations
following the 2024 Standard Specifi cations for
Public Works Construction (the Greenbook).

Psomas will include necessary specifi cations to
comply with federal funding requirements. To
comply with federal funding requirements, the
technical specifi cations will include the Required
Federal-Aid Contract Language per Exhibit 12-G
of the LAPM.

Deliverables: 65% and 100% submittal for review
and comments, incorporate revisions as necessary
and all project fi les in digital format (Microsoft Word) and three (3) hard copies. 65% submittals shall
be complete and thorough enough as necessary
for grant application submittals. A typical 65%
submittal would include but not be limited to:
 Utilities shown within project area
 All utility confl icts identifi ed and resolved
 Site Exploration Map and Soil Borings
 Construction Notes for all construction
items
 Draft Bid Item Specifi cations
PREPARATION OF ENGINEER’S ESTIMATE OF
CONSTRUCTION COSTS:

The Consultant shall prepare an engineer’s cost
estimate for all contract bid items, including
cost certifi cation. Quantity calculations shall be
prepared and unit costs developed to prepare
an accurate cost estimate. Backup information
used to estimate quantities and unit prices shall
be provided to the City. A cross-reference check
shall be provided to the City ensuring that each
line item in the Engineer’s Estimate is properly
noted and described, including method of
payment, with the contract specifi cations and
that the specifi cations items of work are included
in the estimate.

Psomas will develop quantities and will prepare
an itemized engineer’s opinion of probable cost
for the 90% and 100% submittal packages. Unit
prices will be determined by reviewing similar
recent project bid summaries and current
Caltrans Contract Cost Data book.

Deliverables: 65% and 100% submittal for review
and comments, incorporate revisions as necessary
and all project fi les in digital format (Microsoft Excel) and three (3) hard copies.

CONSTRUCTION SCHEDULE AND WORKING
DAY ANALYSIS:

Prepare detailed anticipated construction
schedule, in Gantt bar format, highlighting items
of work, anticipated construction contract
duration, and phasing.

Psomas takes no exceptions to the scope for the
Construction Schedule and Working Day Analysis
with Construction as written in the RFP.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

22 Deliverables: 65% and 100% submittal for review
and comments, incorporate revisions as necessary,
construction schedule and all project fi les in digital format (Microsoft Project) and hard copies.

OPTIONAL Task 5.5 – Authorization
to Proceed with Construction
Should the City require it, based on funding, the
Consultant shall support the City in providing
necessary documentation required to obtain
Caltrans approval for the E-76 Authorization
to Proceed with Construction. The City will be
the lead in the E-76 process including; Notice of
Award, Interim Billings and Final Report.

Psomas takes no exceptions to the scope for the
Authorization to Proceed with Construction as
written in the RFP.

Deliverables: necessary documentation for E-76
(Authorization to Proceed Construction) approval.

FINAL DESIGN DELIVERABLE FORMAT
Final Bid Package Submittal:
 4 Bond Copies, AutoCAD Files and PDF fi le
with signatures
 Specifi cations (4 hard copies wet signed
and stamped, word fi le, and PDF fi le with
signatures)
 Project Cost Estimate (4 hard copies, excel
fi le, and PDF fi le with signatures)
Task 6: Advertisement and Bidding
Support
The Consultant shall be available throughout
the advertisement and bidding period to provide
limited technical assistance to the City. This
requires assistance with the bidder’s inquiries,
preparation of addenda, and attendance at the
pre-bid fi eld meeting. Bidding procedures shall be
the responsibility of the City.

During bid advertisement of the Project,
contractors may wish to contact the Consultant
directly. The Consultant shall not respond to the
contractor in this case and refer all questions to
the City for resolution. The Consultant and the
City shall work together to resolve and answer all
questions, and the City shall issue clarifi cations/
responses and or addenda.

Psomas' Project Manager will attend one (1) preconstruction conference, which is assumed to be chaired by the City. A total of one (1) attendee is
included.

Psomas will provide responses to prospective
contractor questions. A total of eight (8) hours is
included.

Deliverables: pre-bid meeting and other meetings,
comments on requests for information, plan/
specifi cation revisions, addendums
Task 7: Construction Support
The Consultant will attend the project preconstruction meeting and provide assistance to the City during the construction phase of the
project including, but not limited to:
 Respond to Requests for Information
regarding the design intent of the plans and
technical specifi cations during construction.

All clarifi cations will be subject to approval
by the City. For design confl icts during
construction, Consultant will assist the
City with preparation of change orders as
required;
 Review shop drawings and submittals and
provide the recommendations for approval
or rejection;
 During the construction period, if changes
occur which require revisions to the plans
and/or special provisions, the Consultant
will make modifi cations to the project plans
and/or special provisions as necessary, in the
form of delta revisions;
 Should changes be necessary as a result of a
Consultant error, omission, or miscalculation,
mistake, etc., Consultant shall make the
necessary corrections in a timely manner
at the Consultant’s own cost and no
additional payments shall be made for such
corrections/modifi cations to the plans and/
or specifi cations.
 After project construction is complete,
Consultant will prepare Record Drawings
from as-built plans based on information
provided by others. It is anticipated that
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

23 this information will be provided as a set
of project plans red lined to indicate the
changes that were made during project
construction.
 A fi nal bond copy of the plans, incorporating
all delta revisions and changes, with wet
signatures, shall be provided to the city. Final
version of plans with signatures shall also be
scanned and an electronic fi nal version shall
be provided to the City. The consultant shall
have thirty (30) calendar days to submit fi nal
plans upon notifi cation by the City to the
Consultant.

Psomas will respond to the Contractor's requests
for information (RFIs) about the plans. This task
includes conferring with the City regarding RFIs if
needed. The plans will be revised as appropriate
when needed to respond to such questions.

Quantity calculations for revisions are assumed
not required and are, therefore, excluded. A total
of 8 hours is included.

Psomas will review, provide comments on, and
approve submittals and shop drawings provided
by the Contractor. It is assumed that Psomas will
review submittals for the asphalt concrete mix,
concrete mix, and traffi c signal equipment. A total
of 8 hours is included.

Psomas will prepare record drawings based
on the redlined markup plans provided by the
Contractor after construction is complete. It is
the responsibility of the Contractor to provide the
marked-up plans. It is assumed that fi eld changes
that do not require revisions to the construction
documents will be shown on the Contractor’s
redlined plan set to be included in the record
drawings. Psomas is not responsible for such
changes if they are not shown on the Contractor’s
markups. Regularly scheduled construction
observation is specifi cally excluded from this
scope of work.

Deliverables: meetings, comments on submittals,
requests for information, change order preparation,
delta revisions, as-built drawings
Project Management
Having the right project manager forms the
foundation of any successful project. Carrie
Davis off ers the City over 25 years of planning
and design experience in the transportation
market, 24 of which have been throughout
Southern California. During this time, she has
completed dozens of projects at various project
development stages for many municipalities and
other agencies.

Having a goals-oriented Project Manager
who understands the importance of meeting
deadlines means we will put the City’s needs fi rst.

We commit to responding to questions and/or
requests by the City within the same business
day, balancing our workload to allow us to accept
meeting requests generally within two days,
and providing timely updates on project status.

Being a fi rm with over 750 employees, Psomas
is the “right size” fi rm for this contract – big
enough to handle any individual project, but adept
enough to provide the City a personal touch and
responsiveness.

We are dedicated to delivering excellence and are
committed to maintaining high standards of client
service. We do this by ensuring the right people
are assigned to the project from the beginning
based on technical ability, level of experience, and
availability to meet required deadlines. Carrie has
handpicked the proposed project team from the
many talented engineers and planners who are
based in our Santa Ana offi ce, which includes over
200 employees.

Project Controls
Psomas recognizes the need for tracking project
budgets along with progress to minimize the
risk of cost overruns. Each week, our project
managers use our proprietary “Project-At-AGlance (PAAG)” web interface to review project summary reports detailing hours charged, costs
for that period, and costs for the projects to date.

On our monthly invoices, clients are provided
with the hours and costs charged to jobs for that
month, and a budget summary that shows the
amount spent to date and amount remaining.

Work schedule modifi cations are then made, if
needed to maintain the project’s schedule.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

24 Quality Controls
Psomas has responsibility for the accuracy and
completeness of our scope of work and will meet
that responsibility through the implementation
of a quality assurance plan. Our QA/QC Program
is based upon the belief that “Project excellence
begins and ends with quality deliverables.” All
individuals working on the project are responsible
for our Quality Control Program (QCP) including
the Project Manager, QA/QC Manager, discipline
leads, and our dedicated staff responsible
for project implementation. Our QCP, which
is not merely a series of individual events or
plan checks at a few points on the schedule,
will be implemented over the duration of the
project. Thorough QC checks and resolution of
comments is built into the project schedule for
each deliverable milestone. This allows for time
required to conduct the QC review and time to
make the necessary revisions to the deliverable.

In the quality assurance stage, Psomas uses
the kickoff meeting to determine your QCP
expectations. We will then develop a work plan
with our Project Manager based upon the City’s
input and the schedule and budget. The work plan
identifi es specifi c work products and establishes a
set of relevant measures and standards of quality
for each task that may result from the project.

Once work on the project begins, we move on to
the quality control stage. In this stage we track
the execution of the work plan, review our designs
and work products, and communicate with the
client and team members. We provide project
information through our cloud-based fi le sharing
tools, allowing all team members to monitor the
progress of our work plan. In this stage, the QA/
QC Manager also facilitates detailed technical
reviews of our fi eld work and design, and those of
all team members, to make sure they meet the
quality standards defi ned in the QCP. This review
is continuous throughout the life of the project
and confi rm a smooth process and a biddable and
buildable fi nal product. Our QA/QC procedures
do not end when the project is complete. Once
we have completed our scope of work, we will
reach out to our clients to solicit feedback on our
performance. We want to know what we did right
but, more importantly, where can we improve.

To deliver project excellence, we can never stop
improving.

Combine these three stages of our QCP with a
robust training program, and you have staff with
the experience, knowledge, and the QA/QC tools
to confi rm high-quality products every time.

Schedule Control
For each project, Psomas develops and maintains
a project schedule that identifi es key milestones
and critical path items. Carrie has a strong
understanding of the interdependence of
project tasks and how each may aff ect the
project schedule. The schedule is updated as
needed and shared with the project team and
stakeholders as warranted. To make sure the
project remains on schedule, the following
strategies are used:
 Regular communication with the City’s
Project Manager to identify critical items.
 Quick response to design questions, fi eld
issues, and other requests.
 Monitor the project schedule to compare
progress versus plan.
 QA/QC verifi cation of subconsultant
products and progress.
 Share design fi les, meeting notes, and other
documents on Psomas’ ProjectWeb to
confi rm team members are using the most
recent information.

Using these tools, Psomas can maintain the
project schedule by monitoring time-critical
items such as agency/stakeholder review periods,
utility relocations, and environmental clearance
progress.

Please refer to Section K, Project Schedule,
which provides a comprehensive overview of the
nature and scheduling of proposed tasks. This
section includes a detailed Gantt chart (using the
critical path method) for each task and subtask,
illustrating critical path items, deliverables, City
review times (two weeks for each deliverable), and
other agency review times.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

25 G: Reports
Sample Standard Monthly Invoice
Taryn Kjolsing Invoice Date: May 29, 2025
South Coast Water District Project No: 2SOU230302
31592 West Street Invoice No: 222137
Laguna Beach, CA 92651
Total this Invoice: $12,632.30
For: Camel Point Waterline Replacement Project
Contract No. 17-02-0052 - Task Order No. 2
e-mail invoice to: [email protected]; [email protected] Professional Services from March 28, 2025 to April 24, 2025 Task 00830 Traffic Control Plans
Professional Personnel
Hours Rate Amount
Sr Proj Manager 2.00 280.00 560.00
Totals 2.00 560.00
Total Labor 560.00
Billing Limits Current Prior To-Date
Total Billings 560.00 17,365.00 17,925.00
Limit 20,520.00
Remaining 2,595.00
Total this Task $560.00
Task 00910 Waterline Improvement Plans
Professional Personnel
Hours Rate Amount
Project Manager I 2.00 205.00 410.00
CE Designer II 8.00 140.00 1,120.00
Totals 10.00 1,530.00
Total Labor 1,530.00
Billing Limits Current Prior To-Date
Total Billings 1,530.00 20,502.50 22,032.50
Limit 22,666.00
Remaining 633.50
Total this Task $1,530.00
Task 01600 Plan Processing - City of Laguna Beach
Please reference invoice number on payment. Invoices more than 30 days past due will be subject to interest charges.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

26 Project 2SOU230302 TO #2-Camel Point Waterline Replacement Invoice 222137 Professional Personnel
Hours Rate Amount
Project Engineer II 4.00 195.00 780.00
Construction Manager 10.00 196.73 1,967.30
Totals 14.00 2,747.30
Total Labor 2,747.30
Billing Limits Current Prior To-Date
Total Billings 2,747.30 0.00 2,747.30
Limit 8,290.77
Remaining 5,543.47
Total this Task $2,747.30
Task 01700 Task 17 Additional Legal Descriptions)
Professional Personnel
Hours Rate Amount
Surveyor I 5.00 115.00 575.00
Project Manager I 11.00 220.00 2,420.00
Surveyor IV 32.00 150.00 4,800.00
Totals 48.00 7,795.00
Total Labor 7,795.00
Billing Limits Current Prior To-Date
Total Billings 7,795.00 232.50 8,027.50
Limit 11,877.50
Remaining 3,850.00
Total this Task $7,795.00
Total this Invoice $12,632.30
Billings to Date
Current Billing Prior Billing Total Billed To Date
Labor 12,632.30 246,852.00 259,457.30
Expense 0.00 86.84 86.84
Totals 13,632.30 246,938.84 259,544.14
Total Compensation 299,955
Please reference invoice number on payment. Invoices more than 30 days past due will be subject to interest charges. Page 2 Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

27 Project 2SOU230302 TO #2-Camel Point Waterline Replacement Invoice 222137 Billing Backup Thursday, May 29, 2025
Psomas Invoice 222137 Dated 5/29/2025 2:09:15 PM
Task 00830 Traffic Control Plans
Professional Personnel
Hours Rate Amount
Sr Proj Manager
Davis, Carrie 4/24/2025 2.00 280.00 560.00
Totals 2.00 560.00
Total Labor 560.00
Total this Task $560.00
Task 00910 Waterline Improvement Plans
Professional Personnel
Hours Rate Amount
Project Manager I
Halbach, Benjamin 3/6/2025 2.00 205.00 410.00
Updates to plans and specs
CE Designer II
Gutierrez, Reyna 2/27/2025 8.00 140.00 1,120.00
Comments on Specifications from SouthCoast, revise specifications sections based on comments. coordination with Nelson ensuring specifications are met.

Totals 10.00 1,530.00
Total Labor 1,530.00
Total this Task $1,530.00
Task 01600 Plan Processing - City of Laguna Beach
Professional Personnel
Hours Rate Amount
Project Engineer II
Rivera, Nelson 4/24/2025 4.00 195.00 780.00
CD Comments
Construction Manager
Troka, Kyle 4/24/2025 10.00 196.73 1,967.30
Camel Point Drive Constructability Review
Totals 14.00 2,747.30
Total Labor 2,747.30
Total this Task $2,747.30
Task 01700 Task 17 Additional Legal Descriptions)
Professional Personnel
Hours Rate Amount
Surveyor I
Hamada, Lauren 4/24/2025 5.00 115.00 575.00
Camel Point Drive Water Line easement L&Ps- drafting & writing legal descriptions, addressing redlines, running closure reports Please reference invoice number on payment. Invoices more than 30 days past due will be subject to interest charges. Page 3 Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

28 Project 2SOU230302 TO #2-Camel Point Waterline Replacement Invoice 222137 Project Manager I
Price, Steven 4/24/2025 11.00 220.00 2,420.00
Oversight for legals and plats
Surveyor IV
Beard, Nicholas 4/24/2025 32.00 150.00 4,800.00
Camel Point Drive Water Line Easement L&P's
Totals 48.00 7,795.00
Total Labor 7,795.00
Total this Task $7,795.00
Total this Project $12,632.30
Total this Report $12,632.30
Please reference invoice number on payment. Invoices more than 30 days past due will be subject to interest charges. Page 4 Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

29 Sample Standard Monthly Progress Report
Project:

Client:

Psomas Project Number:

Psomas Engineering Project
Manager:

Project Location:

Report Period:

Report Date:

West Santa Ana Branch Phase 2 Multi-Use Trail
City of Paramount
2PAR020100
Arief Naftali, PE
Multi-Use Trail from Sommerset to Paramount
'HFember 1, 2020 – -DQXDU\, 2021
February , 2021

SUMMARY OF TASKS
Listed below is the summary of work performed for selected tasks on the Circulation Improvement Project as of -DQXDU\, 2021.

Work Performed Job to Date
x Various coordination phone calls and touch bases with the City on LADWP, prospect of alignment through Paramount Storage parcel, Chevron R/W Determination, x Performed Queuing analysis for Downey Ave crossing for eventual coordination with UPRR Work To Be Performed Next Period:
x Resolved outstanding alignment questions/alternatives with LADWP x Continue coordination with UPRR/CPUC
x Begin on Parking Lot Modification design
x Make 65% submittal, potentially in April 2021.

P S O M A S City of Paramount
2PAR020100 (Psomas)
West Santa Ana Branch Phase 2
n April 2021.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

30 H: Communication Plan
Communication Plan
Once the project is underway, Psomas will maintain regular communication with the City to keep you apprised of progress, technical challenges and solutions, outside communication with stakeholders and utility purveyors, and overall project schedule. Open lines of communication between Psomas, the City, and other project stakeholders is critical for project success.

Carrie’s communication style is very open and collaborative with a goal of ensuring the City’s Project Manager is up to date on the status of each task, project schedule, and budget. Several tools are used to confi rm open lines of communication, which are scaled to fi t each of our projects. Some of these tools include:
 Project Development Team (PDT) Meetings and Bi-Weekly CheckIns: We will schedule regular meetings with the City, and other aff ected stakeholders as needed, to provide updates on the project schedule and key technical tasks.
 Comprehensive Meeting Minutes: We will prepare detailed meeting minutes to document decisions and to communicate project status.

I: Compensation/Payment Schedule
Psomas’ cost proposal is formatted as outlined in Section V of the City’s RFP and provided as a separate document. This rate is fi xed for the term of an agreement.

Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda

J: Proposal Forms -
See Appendix B

31 K: Project Schedule
,' 7DVN1DPH 'XUDWLRQ 6WDUW )LQLVK
 sĂůůĞLJsŝĞǁ^ĂĨĞƚLJWƌŽũĞĐƚ ϭϮϱĚĂLJƐ dƵĞϴͬϭϵͬϮϱ DŽŶϮͬϵͬϮϲ  ŝƚLJŽƵŶĐŝůƉƉƌŽǀĂů ϬĚĂLJƐ dƵĞϴͬϭϵͬϮϱ dƵĞϴͬϭϵͬϮϱ EŽƚŝĐĞƚŽWƌŽĐĞĞĚ ϬĚĂLJƐ DŽŶϴͬϮϱͬϮϱ DŽŶϴͬϮϱͬϮϱ dĂƐŬϭWƌŽũĞĐƚDĂŶĂŐĞŵĞŶƚĂŶĚDĞĞƚŝŶŐƐ ϭϮϬĚĂLJƐ dƵĞϴͬϮϲͬϮϱ DŽŶϮͬϵͬϮϲ <ŝĐŬŽĨĨDĞĞƚŝŶŐǁŝƚŚŝƚLJ ϬĚĂLJƐ tĞĚϴͬϮϳͬϮϱ tĞĚϴͬϮϳͬϮϱ DŽŶƚŚůLJWdDĞĞƚŝŶŐƐ ϵϬĚĂLJƐ tĞĚϵͬϮϰͬϮϱ tĞĚϭͬϮϴͬϮϲ  ŝƚLJĂŶĚŽŵŵƵŶŝƚLJDĞĞƚŝŶŐƐ ϯϵĚĂLJƐ tĞĚϭϬͬϴͬϮϱ dƵĞϭϮͬϮͬϮϱ ŝƚLJdƌĂĨĨŝĐŽŵŵŝƐƐŝŽŶDĞĞƚŝŶŐ ϬĚĂLJƐ tĞĚϭϬͬϴͬϮϱ tĞĚϭϬͬϴͬϮϱ ŝƚLJŽƵŶĐŝůDĞĞƚŝŶŐ ϬĚĂLJƐ dƵĞϭϮͬϮͬϮϱ dƵĞϭϮͬϮͬϮϱ ŽŵŵƵŶŝƚLJDĞĞƚŝŶŐ ϬĚĂLJƐ tĞĚϭϬͬϭϱͬϮϱ tĞĚϭϬͬϭϱͬϮϱ WƌŽũĞĐƚDĂŶĂŐĞŵĞŶƚ ϭϮϬĚĂLJƐ dƵĞϴͬϮϲͬϮϱ DŽŶϮͬϵͬϮϲ 7DVN3URMHFW$SSURYDODQG(QYLURQPHQWDO'RFXPHQW5HSRUW GD\V dƵĞϴͬϮϲͬϮϱ DŽŶϮͬϵͬϮϲ WƌĞƉĂƌĞW ^ĂŶĚ/^YƵĞƐƚŝŽŶŶĂŝƌĞ ϮϬĚĂLJƐ dƵĞϴͬϮϲͬϮϱ DŽŶϵͬϮϮͬϮϱ YĂŶĚZĞǀŝƐĞE
WŽĐƵŵĞŶƚƐ ϱĚĂLJƐ dƵĞϵͬϮϯͬϮϱ DŽŶϵͬϮϵͬϮϱ ^ƵďŵŝƚƌĂĨƚE WŽĐƵŵĞŶƚƐ ϬĚĂLJƐ DŽŶϵͬϮϵͬϮϱ DŽŶϵͬϮϵͬϮϱ ŝƚLJZĞǀŝĞǁŽĨƌĂĨƚE WŽĐƵŵĞŶƚƐ ϭϬĚĂLJƐ dƵĞϵͬϯϬͬϮϱ DŽŶϭϬͬϭϯͬϮϱ hƉĚĂƚĞE WŽĐƵŵĞŶƚƐ ϭϱĚĂLJƐ dƵĞϭϬͬϭϰͬϮϱ DŽŶϭϭͬϯͬϮϱ YĂŶĚZĞǀŝƐĞE WŽĐƵŵĞŶƚƐ ϱĚĂLJƐ dƵĞϭϭͬϰͬϮϱ DŽŶϭϭͬϭϬͬϮϱ ^ƵďŵŝƚE WŽĐƵŵĞŶƚƐ ϬĚĂLJƐ DŽŶϭϭͬϭϬͬϮϱ DŽŶϭϭͬϭϬͬϮϱ ŝƚLJ^ƵďŵŝƚƐE WŽĐƵŵĞŶƚƐƚŽĂůƚƌĂŶƐĨŽƌZĞǀŝĞǁ ϱĚĂLJƐ dƵĞϭϭͬϭϭͬϮϱ DŽŶϭϭͬϭϳͬϮϱ ŽŽƌĚŝŶĂƚŝŽŶtŝƚŚĂůƚƌĂŶƐƚŽKďƚĂŝŶ E
WƉƉƌŽǀĂů ϲϬĚĂLJƐ dƵĞϭϭͬϭϴͬϮϱ DŽŶϮͬϵͬϮϲ E
WŽĐƵŵĞŶƚƉƉƌŽǀĞĚ ϬĚĂLJƐ DŽŶϮͬϵͬϮϲ DŽŶϮͬϵͬϮϲ dĂƐŬϯWĞƌŵŝƚƚŝŶŐ ϳϱĚĂLJƐ dŚƵϴͬϮϴͬϮϱ tĞĚϭϮͬϭϬͬϮϱ KďƚĂŝŶ
ŶĐƌŽĂĐŚŵĞŶƚWĞƌŵŝƚĨƌŽŵŝƚLJĨŽƌ&ŝĞůĚ/ŶǀĞƐƚŝŐĂƚŝŽŶƐ ϮϬĚĂLJƐ dŚƵϴͬϮϴͬϮϱ tĞĚϵͬϮϰͬϮϱ ZĞǀŝĞǁŝƚLJŽŵŵĞŶƚƐĂŶĚWƌĞƉĂƌĞZĞƐƉŽŶƐĞƐ;ϲϱйW^Θ Ϳ ϱĚĂLJƐ dŚƵϭϬͬϭϲͬϮϱ tĞĚϭϬͬϮϮͬϮϱ ZĞǀŝĞǁŝƚLJŽŵŵĞŶƚƐĂŶĚWƌĞƉĂƌĞZĞƐƉŽŶƐĞƐ;ϭϬϬйW^Θ Ϳ ϱĚĂLJƐ dŚƵϭϮͬϰͬϮϱ tĞĚϭϮͬϭϬͬϮϱ dĂƐŬϰĂƐĞůŝŶĞĂƚĂŽůůĞĐƚŝŽŶ ϵϱĚĂLJƐ dŚƵϴͬϮϴͬϮϱ tĞĚϭͬϳͬϮϲ hƚŝůŝƚLJWŽƚŚŽůŝŶŐ ϮϬĚĂLJƐ dŚƵϵͬϮϱͬϮϱ tĞĚϭϬͬϮϮͬϮϱ hƚŝůŝƚLJŽŽƌĚŝŶĂƚŝŽŶ ϱϱĚĂLJƐ dŚƵϭϬͬϮϯͬϮϱ tĞĚϭͬϳͬϮϲ ^ƵƌǀĞLJŽŶƚƌŽů ϱĚĂLJƐ dŚƵϭϬͬϮϯͬϮϱ tĞĚϭϬͬϮϵͬϮϱ ZŝŐŚƚͲŽĨͲtĂLJDĂƉƉŝŶŐĂŶĚĐƋƵŝƐŝƚŝŽŶ ϯϱĚĂLJƐ dŚƵϴͬϮϴͬϮϱ tĞĚϭϬͬϭϱͬϮϱ ZŝŐŚƚͲŽĨͲtĂLJDĂƉƉŝŶŐ ϱĚĂLJƐ dŚƵϴͬϮϴͬϮϱ tĞĚϵͬϯͬϮϱ WƌĞƉĂƌĞ>ĞŐĂůĞƐĐƌŝƉƚŝŽŶƐĨŽƌd Ɛ;ϯdŽƚĂůͿ ϭϬĚĂLJƐ dŚƵϭϬͬϮͬϮϱ tĞĚϭϬͬϭϱͬϮϱ
dƌĂĨĨŝĐŽŶƚƌŽůWůĂŶ ϮϬĚĂLJƐ dŚƵϴͬϮϴͬϮϱ tĞĚϵͬϮϰͬϮϱ dĂƐŬϱ&ŝŶĂů ŶŐŝŶĞĞƌŝŶŐ;WůĂŶƐ͕^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚ
ƐƚŝŵĂƚĞƐͿ ϳϱĚĂLJƐ dŚƵϴͬϮϴͬϮϱ tĞĚϭϮͬϭϬͬϮϱ WƌĞƉĂƌĂƚŝŽŶŽĨŽŶƐƚƌƵĐƚŝŽŶWůĂŶƐ ϳϱĚĂLJƐ dŚƵϴͬϮϴͬϮϱ tĞĚϭϮͬϭϬͬϮϱ ĞǀĞůŽƉϲϱй&ŝŶĂůW^Θ ϮϬĚĂLJƐ dŚƵϴͬϮϴͬϮϱ tĞĚϵͬϮϰͬϮϱ Yϲϱй&ŝŶĂůW^Θ
ϯĚĂLJƐ dŚƵϵͬϮϱͬϮϱ DŽŶϵͬϮϵͬϮϱ hƉĚĂƚĞϲϱй&ŝŶĂůW^Θ
ϮĚĂLJƐ dƵĞϵͬϯϬͬϮϱ tĞĚϭϬͬϭͬϮϱ ^Ƶďŵŝƚϲϱй&ŝŶĂůW^Θ
ϬĚĂLJƐ tĞĚϭϬͬϭͬϮϱ tĞĚϭϬͬϭͬϮϱ ŝƚLJZĞǀŝĞǁŽĨϲϱй&ŝŶĂůW^Θ ϭϬĚĂLJƐ dŚƵϭϬͬϮͬϮϱ tĞĚϭϬͬϭϱͬϮϱ ĞǀĞůŽƉϭϬϬй&ŝŶĂůW^Θ ϮϬĚĂLJƐ dŚƵϭϬͬϭϲͬϮϱ tĞĚϭϭͬϭϮͬϮϱ YϭϬϬй&ŝŶĂůW^Θ
ϯĚĂLJƐ dŚƵϭϭͬϭϯͬϮϱ DŽŶϭϭͬϭϳͬϮϱ
hƉĚĂƚĞϭϬϬй&ŝŶĂůW^Θ
ϮĚĂLJƐ dƵĞϭϭͬϭϴͬϮϱ tĞĚϭϭͬϭϵͬϮϱ ^ƵďŵŝƚϭϬϬй&ŝŶĂůW^Θ ϬĚĂLJƐ tĞĚϭϭͬϭϵͬϮϱ tĞĚϭϭͬϭϵͬϮϱ ŝƚLJZĞǀŝĞǁŽĨϭϬϬй&ŝŶĂůW^Θ ϭϬĚĂLJƐ dŚƵϭϭͬϮϬͬϮϱ tĞĚϭϮͬϯͬϮϱ W^Θ
ƉƉƌŽǀĞĚ ϬĚĂLJƐ tĞĚϭϮͬϭϬͬϮϱ tĞĚϭϮͬϭϬͬϮϱ WƌĞƉĂƌĂƚŝŽŶŽĨdĞĐŚŶŝĐĂů^ƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚ^ƉĞĐŝĂůWƌŽǀŝƐŝŽŶƐ ϰϱĚĂLJƐ dŚƵϵͬϭϴͬϮϱ tĞĚϭϭͬϭϵͬϮϱ WƌĞƉĂƌĞϲϱйdĞĐŚŶŝĐĂů^ƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚ^ƉĞĐŝĂůWƌŽǀŝƐŝŽŶƐ ϭϬĚĂLJƐ dŚƵϵͬϭϴͬϮϱ tĞĚϭϬͬϭͬϮϱ WƌĞƉĂƌĞϭϬϬйdĞĐŚŶŝĐĂů^ƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚ&ŝŶĂů^ƉĞĐŝĂůWƌŽǀŝƐŝŽŶƐ ϱĚĂLJƐ dŚƵϭϭͬϭϯͬϮϱ tĞĚϭϭͬϭϵͬϮϱ WƌĞƉĂƌĂƚŝŽŶŽĨ ŶŐŝŶĞĞƌΖƐ
ƐƚŝŵĂƚĞŽĨŽŶƐƚƌƵĐƚŝŽŶŽƐƚƐ ϰϬĚĂLJƐ dŚƵϵͬϮϱͬϮϱ tĞĚϭϭͬϭϵͬϮϱ WƌĞƉĂƌĞϲϱйŽƐƚ ƐƚŝŵĂƚĞ ϱĚĂLJƐ dŚƵϵͬϮϱͬϮϱ tĞĚϭϬͬϭͬϮϱ WƌĞƉĂƌĞϭϬϬйŽƐƚ ƐƚŝŵĂƚĞ ϱĚĂLJƐ dŚƵϭϭͬϭϯͬϮϱ tĞĚϭϭͬϭϵͬϮϱ

&LW\&RXQFLO$SSURYDO
 1RWLFHWR3URFHHG
 .LFNRII0HHWLQJZLWK&LW\
 &LW\7UDIILF&RPPLVVLRQ0HHWLQJ
 &LW\&RXQFLO0HHWLQJ
 &RPPXQLW\0HHWLQJ


6XEPLW'UDIW1(3$'RFXPHQWV
 6XEPLW1(3$'RFXPHQWV

1(3$'RFXPHQW$SSURYHG
 6XEPLW)LQDO36 (

6XEPLW)LQDO36 (
 36 ($SSURYHG
-XO $XJ 6HS 2FW 1RY 'HF -DQ )HE 0DU $SU
UG4XDUWHU WK4XDUWHU VW4XDUWHU
7DVN 0LOHVWRQH 6XPPDU\ &LW\5HYLHZ &DOWUDQV5HYLHZ
&LW\RI<RUED/LQGD
9DOOH\9LHZ6DIHW\3URMHFW
3URMHFW'HOLYHU\6FKHGXOH
9HUVLRQ
-XQH9DOOH\9LHZ6DIHW\3URMHFW6FKHGXOHPSS
3DJHRI
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda Page 294 of 601 32 L: Contract Agreement
Contract Review
We appreciate the opportunity to preview the
City of Yorba Linda’s professional services
agreement. Psomas has successfully contracted
on thousands of projects over our 79-year history
and are confi dent in our ability to reach agreeable
contract terms. If selected, we respectfully
request the opportunity to discuss some of the
contract terms with the City of Yorba Linda. Such
a discussion would be benefi cial to confi rm the
parties are on the same page regarding risk and
insurance issues. Specifi cally, our Risk Manager
has highlighted the following clarifi cations or
revisions (deletions are in orange and additions
are in blue).

Article Introduction
C. CONSULTANT agrees to the fullest extent
permitted by law, to indemnify, protect, defend,
and hold harmless LOCAL AGENCY, its offi cers,
offi cials, agents, employees and volunteers
from and against any and all claims, damages,
demands, liability, costs, losses and expenses,
including without limitation, court costs and
reasonable attorneys’ and expert witness fees,
arising out of any failure to comply with applicable
law, any injury to or death of any person(s),
damage to property, loss of use of property,
economic loss or otherwise arising out of the
performance of the work described herein, to
the extent caused by a negligent act or negligent
failure to act, errors, omissions,recklessness or
willful misconduct incident to the performance of
this AGREEMENT on the part of CONSULTANT,
except such loss or damage which was caused
by the sole negligence, or willful misconduct of
LOCAL AGENCY, as determined by a Court of
competent jurisdiction. The provisions of this
section shall survive termination or suspension of
this AGREEMENT.

ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by
LOCAL AGENCY, provided that LOCAL AGENCY
gives not less than thirty (30) calendar days’
written notice (delivered by certifi ed mail, return
receipt requested) of intent to terminate. Upon
termination and payment of all compensation
owed to CONSULTANT, LOCAL AGENCY shall be
entitled to all work, including but not limited to,
reports, investigations, appraisals, inventories,
studies, analyses, drawings and data estimates
performed to that date, whether completed or
not.

B. LOCAL AGENCY may temporarily suspend
this AGREEMENT for up to 120 days, at no
additional cost to LOCAL AGENCY, provided that
CONSULTANT is given written notice (delivered
by certifi ed mail, return receipt requested) of
temporary suspension. If LOCAL AGENCY
gives such notice of temporary suspension,
CONSULTANT shall immediately suspend its
activities under this AGREEMENT. A temporary
suspension may be issued concurrent with the
notice of termination.

D. In the event of termination, CONSULTANT
shall be compensated as provided for in this
AGREEMENT. Upon termination and payment
of all compensation owed to CONSULTANT,
LOCAL AGENCY shall be entitled to all
work, including but not limited to, reports,
investigations, appraisals, inventories, studies,
analyses, drawings and data estimates performed
to that date, whether completed or not.

ARTICLE IX AUDIT REVIEW PROCEDURES
C. Neither the pendency of a dispute nor its
consideration by LOCAL AGENCY will excuse
CONSULTANT from full and timely performance,
in accordance with the terms of this AGREEMENT
nor will it excuse LOCAL AGENCY from making
payments when due.

D. CONSULTANT and subconsultant
AGREEMENTs, including cost proposals and
Indirect Cost Rates (ICR), may be subject to
audits or reviews such as, but not limited to, an
AGREEMENT audit, an incurred cost audit, an
ICR Audit, or a CPA ICR audit work paper review.

If selected for audit or review, the AGREEMENT,
cost proposal and ICR and related work papers, if
applicable, will be reviewed to verify compliance
with 48 CFR 31 and other related laws and
regulations. In the instances of a CPA ICR
audit work paper review it is CONSULTANT’s
responsibility to ensure federal, LOCAL AGENCY,
or local government offi cials are allowed full
access to the CPA’s work papers including
making copies as necessary. The AGREEMENT,
cost proposal, and ICR shall be adjusted by
CONSULTANT and approved by LOCAL AGENCY
Contract Administrator to conform to the audit
Psomas | Environmental Documentation and Engineering Design Services on the Valley View Safety Project | City of Yorba Linda