CITY COUNCIL/SUCCESSOR AGENCY TO THE YORBA LINDA REDEVELOPMENT AGENCY,
YORBA LINDA HOUSING AUTHORITY AND YORBA LINDA MUNICIPAL FINANCING AUTHORITY
JOINT MEETING
AGENDA
Tuesday, December 16, 2025, 6:30 p.m.
Council Chambers
4845 Casa Loma Avenue
This meeting is being broadcast live for airing on cable channel 3, channel 99 AT&T U-Verse and the city's website. By remaining in the room, you are giving your permission to be televised.
Pages
CALL TO ORDER
The City Council/Successor Agency to the Yorba Linda Redevelopment Agency will convene at 5:30 p.m. in the Council Chambers at 4845 Casa Loma Avenue.
ROLL CALL
ANNOUNCEMENT OF CLOSED SESSION ITEMS
CITY COUNCIL/SUCCESSOR AGENCY TO THE YORBA LINDA
REDEVELOPMENT AGENCY
A. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION,
SIGNIFICANT EXPOSURE TO LITIGATION
Government Code Section 54956.9(d)(2) (8 Cases)
B. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Government Code Section 54956.9(d)(1) (1 case)
Name of Case: Yorba Canyon, LLC v. City of Yorba Linda
Case Number: 30-2025-01497724-CU-WM-CXC, Superior Court, County of Orange
PUBLIC COMMENT ON CLOSED SESSION ITEMS
CONVENE INTO CLOSED SESSION
RECESS
CALL TO ORDER
The City Council/Successor Agency to the Yorba Linda Redevelopment Agency, Yorba Linda Housing Authority and Yorba Linda Municipal Financing Authority will reconvene at 6:30 p.m. in the Council Chambers at 4845 Casa Loma Avenue, Yorba Linda.
ROLL CALL
PLEDGE OF ALLEGIANCE
INVOCATION
PASTOR JOSHUA HOLIDAY, CALVARY CHAPEL OF YORBA LINDA
CLOSED SESSION REPORT
PUBLIC COMMENTS – ITEMS ON THE CONSENT CALENDAR OR ITEMS NOT
ON THE REMAINDER OF THE AGENDA
There is a five (5) minute maximum time limit for each individual addressing the legislative body during Public Comments and on all other items listed on the Agenda.
Whenever a group of persons wishes to address the City Council on the same subject matter, it shall be proper for the presiding officer to request that a spokesman be chosen by the group so as to avoid unnecessary repetitions before the City Council.
CONSENT CALENDAR
All matters listed under "CONSENT CALENDAR" are considered by the City Council/ Successor Agency to the Yorba Linda Redevelopment Agency, Yorba Linda Housing Authority and Yorba Linda Municipal Financing Authority to be routine and will be enacted by one motion approving the recommendation listed on the Agenda. There will be no separate discussion unless Members of the Council/Successor Agency, Yorba Linda Housing Authority and Yorba Linda Municipal Financing Authority or Staff request specific items to be removed from the Consent Calendar.
Recommendation:
It is recommended that the City Council approve the Consent Calendar.
1. WAIVE READING IN FULL OF ALL ORDINANCES AND RESOLUTIONS ON
THE AGENDA
Recommendation:
It is recommended that the City Council/Successor Agency to the Yorba Linda Redevelopment Agency waive reading in full of all ordinances and resolutions on the agenda and declare that said titles which appear on the public agenda shall be determined to have been read by title and further reading waived.
2. ACCOUNTS PAYABLE CHECK REGISTER – DECEMBER 16, 2025 7 Recommendation:
It is recommended that the City Council receive and file the accounts payable
check register and wire transfer report dated December 16, 2025, in the amount of $1,486,274.50.
3. APPROVAL OF THE MINUTES OF THE DECEMBER 2, 2025 CITY
COUNCIL / SUCCESSOR AGENCY TO THE YORBA LINDA REDEVELOPMENT
AGENCY MEETING
65 Recommendation:
It is recommended that the City Council/Successor Agency to the Yorba Linda Redevelopment Agency approve the minutes of the December 2, 2025, City Council/Successor Agency to the Yorba Linda Redevelopment Agency joint meeting.
4. APPROVE A CONTRACT WITH NEXTECH SYSTEMS, INC FOR CITYWIDE
TRAFFIC CALMING AND PEDESTRIAN SAFETY DEVICE SERVICES
71 Recommendation:
It is recommended that the City Council: 1.) Award three-year contracts for citywide traffic calming and pedestrian safety device services to NexTech Systems, Inc. for $90,000 and a $13,500 contingency; and 2.) Authorize the City Manager to execute any future amendments or change orders within the approved three-year contract amount.
5. AWARD A CONTRACT TO ECONOLITE FOR CITYWIDE TRAFFIC SIGNAL
SYSTEM SOFTWARE AND HARDWARE MAINTENANCE
90 Recommendation:
It is recommended that the City Council: 1.) Award three-year contracts for citywide traffic signal system software and hardware maintenance services to Econolite Systems, Inc. and Econolite Control Products, Inc., for $210,000 and authorize contract contingencies of up to $31,500 (15%); and 2.) Authorize the City Manager to execute any future amendments or change orders within the approved three-year contract amount.
6. AWARD A PROFESSIONAL SERVICES AGREEMENT FOR THE SAVI
RANCH PARKWAY WIDENING AND CONNECT SAVI RANCH PROJECT TO
MONUMENT RIGHT OF WAY
126
Recommendation:
It is recommended that the City Council approve a professional services agreement with Monument Right of Way for $93,500 for the Savi Ranch Parkway Widening and Connect Savi Ranch Project, in addition to a $14,025 contingency.
7. CULTURAL ARTS CENTER THEATER AUDIO-VISUAL TECHNICIAN 161 Recommendation:
It is recommended that the City Council award a contract for Cultural Arts Center Theater audio-visual technician to Sterling OC Enterprises, LLC for an amount not to exceed $100,000.
8. APPROVE AN AGREEMENT WITH PYRO SPECTACULARS FOR THE 2026 JULY 4TH FIREWORKS SHOW
220
Recommendation:
It is recommended that the City Council approve an agreement with Pyro Spectaculars, Inc. in an amount not to exceed $38,750 for the City’s annual July 4th Spectacular and fireworks display.
9. FISCAL YEAR 2024-25 AND FIVE-YEAR LOCAL PARK DEVELOPMENT
IMPACT FEES REPORT
228
Recommendation:
It is recommended that the City Council receive and file the annual Local Park Development Impact Fees report for the fiscal year ended June 30, 2025.
10. FISCAL YEAR 2024-25 AND FIVE-YEAR MASTER PLAN OF DRAINAGE
DEVELOPMENT IMPACT FEES REPORT
233
Recommendation:
It is recommended that the City Council receive and file the annual report of Master Plan of Drainage Development Impact Fees for the fiscal year ended June 30, 2025.
11. FISCAL YEAR 2024-25 AND FIVE-YEAR TRAFFIC DEVELOPMENT
IMPACT FEES REPORT
236
Recommendation:
It is recommended that the City Council receive and file the annual Traffic Development Impact Fees report for the fiscal year ended June 30, 2025.
12. FISCAL YEAR 2024-25 MEASURE M2 EXPENDITURE REPORT 239 Recommendation:
It is recommended that the City Council adopt Resolution No. 2025-5966 approving the Measure M2 Expenditure Report for the fiscal year ending June 30, 2025.
13. TERMS OF EMPLOYMENT FOR CITY EMPLOYEES 248
Recommendation:
It is recommended that the City Council adopt: 1.) Resolution No. 2025-5961, relating to the classification, compensation, and terms of employment for MidManagement employees; 2.) Resolution No. 2025-5962, relating to the classification, compensation, and terms of employment for Management employees; and 3.) Resolution No. 2025-5963, relating to the classification, compensation, and terms of employment for Miscellaneous employees.
14. REVISIONS TO PERSONNEL POLICIES AND PROCEDURES MANUAL 270 Recommendation:
It is recommended that the City Council: 1.) Adopt Resolution No. 2025-5964 revising the Personnel Policies and Procedures Manual; and 2.) Repeal Resolution No. 2024-5922.
15. CONTINUANCE OF EMERGENCY PROCLAMATION AND RATIFICATION
OF CONSTRUCTION AGREEMENT FOR STORM DRAIN REPAIR AT LEMON
AND IMPERIAL HIGHWAY
421
Recommendation:
It is recommended that the City Council: 1.) Affirm the December 2, 2025 Local Emergency Proclamation and determine that the need for the Local Emergency Proclamation still exists by adopting Resolution No. 2025-5965; 2.) Ratify the award and execution of the construction services agreement with J&E Construction for the Lemon and Imperial Highway Emergency Storm Drain Repair
Project in an amount not to exceed $335,252; 3.) Authorize the City Manager to approve additional expenditures up to $50,288 in contract contingencies for unanticipated work that may arise for a total potential contract amount not to exceed $385,540; and 4.) Direct staff to provide updates at City Council meetings regarding the emergency conditions.
16. CITY COUNCIL MEETING SCHEDULE 2026 457
Recommendation:
It is recommended that the City Council approve the 2026 City Council regular meeting schedule.
17. DENIAL OF CLAIMS FOR DAMAGES 460
Recommendation:
It is recommended that the City Council deny the claims for damages filed by Keiko Jun, Ramon Sanchez, Paul and Tamara Letourneau.
18. REPORTS OF PLANNING COMMISSION ACTIONS FROM THEIR LAST
MEETING
462
Recommendation:
It is recommended that the City Council receive and file this report.
19. COUNCIL COMMITTEE AND AGENCY REPORTS 464
Recommendation:
It is recommended that the City Council receive and file this report.
CITY MANAGER’S REPORT/MAYOR’S REPORT/MATTERS PRESENTED BY
COUNCILMEMBERS/ OTHER AGENCY REPORTS
20. COUNCIL APPOINTMENTS TO ORGANIZATIONS, AGENCIES AND
COMMITTEES
466
Recommendation:
It is recommended that the City Council consider the Mayor’s recommended appointments to various organizations, agencies and committees.
OTHER BUSINESS
At 11:00 p.m. any member of the City Council may make a motion to complete any items then under discussion and continue all remaining items on the agenda which have not been acted upon to a certain date and time to which the Council shall adjourn.
21. ADOPT RESOLUTION REGARDING VOTE CENTERS IN YORBA LINDA (CAMPBELL)
472
CLOSED SESSION IF REQUIRED
ADJOURNMENT
The next regularly scheduled City Council/Successor Agency to the Yorba Linda Redevelopment Agency joint meeting is January 20, 2026.
NOTE: ALL STAFF REPORTS AND RELATED ATTACHMENTS FOR ITEMS ON THIS AGENDA ARE ON FILE IN THE CITY CLERK’S OFFICE. AS AN ADDITIONAL
SERVICE, THE CITY NOW PROVIDES THE STAFF REPORTS AND RELATED ATTACHMENTS ON THE CITY’S WEBSITE. PLEASE NOTE THAT IT IS NOT ALWAYS POSSIBLE TO EMBED ALL ATTACHMENTS AND MAPS. THUS, IF YOU REQUIRE A FULL AND COMPLETE COPY OF THE AGENDA PACKET, YOU SHOULD NOT RELY UPON THE WEBSITE MATERIALS ALONE.
IN COMPLIANCE WITH THE AMERICAN DISABILITIES ACT (ADA), THE CITY WILL MAKE EVERY REASONABLE ATTEMPT TO ACCOMMODATE ANY ATTENDEE OR PARTICIPANT AT THIS MEETING NEEDING SPECIAL ASSISTANCE BEYOND WHAT IS NORMALLY PROVIDED. PLEASE CONTACT THE CITY CLERK’S OFFICE AT (714) 961-7150 AT LEAST 48 HOURS PRIOR TO THIS MEETING TO INFORM US OF YOUR PARTICULAR NEEDS AND TO DETERMINE IF ACCOMMODATION IS FEASIBLE. PLEASE ADVISE US AT THE TIME YOU CALL IF SPECIAL ASSISTANCE IS REQUIRED TO ATTEND OR PARTICIPATE IN MEETINGS ON A REGULAR BASIS.
FINANCE DEPARTMENT
DATE: DECEMBER 16, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: SUNNY HAN, FINANCE DIRECTOR / CITY TREASURER
SUBJECT: ACCOUNTS PAYABLE CHECK REGISTER – DECEMBER 16, 2025
RECOMMENDATION
It is recommended that the City Council receive and file the accounts payable check register and wire transfer report dated December 16, 2025, in the amount of $1,486,274.50.
BACKGROUND
The Yorba Linda Municipal Code states that the accounts payable check register shall be presented to the City Council at the next scheduled meeting following the printing and mailing of checks.
DISCUSSION
This check register includes both City and Successor Agency weekly check runs for the weeks since the last City Council meeting. Additionally, a report of any wires sent by the City is included as an attachment to this report on an as-needed basis as well as a report on credit card transactions.
FISCAL IMPACT
There is no direct fiscal impact associated with this report. Sufficient funds are available in the approved budget to cover all the listed checks and wires.
CITY OF YORBA LINDA and the SUCCESSOR AGENCY to the YORBA LINDA
REDEVELOPMENT AGENCY
ACCOUNTS PAYABLE CHECK REGISTER
The attached listing(s) of accounts payable checks totaling $1, 188,296.51 and wire transfers totaling $297,977.99 for a total of $1,4861274.50 is presented on December 161 2025, to the Yorba Linda City Council and Agency Board for their consideration and approval in accordance with Section 3.12 of the Yorba Linda Municipal Code.
Fina.nee Director
1 CITY COUNCIL/SUCCESSOR AGENCY TO THE YORBA LINDA REDEVELOPMENT
AGENCY, YORBA LINDA HOUSING AUTHORITY AND YORBA LINDA MUNICIPAL
FINANCING AUTHORITY JOINT MEETING
MINUTES
December 2, 2025, 6:30 p.m.
Council Chambers
4845 Casa Loma Avenue
Councilmembers
Present:
Huang, Lim, Singh, Rodriguez
Councilmembers
Absent:
Campbell
Staff Present: Albaugh, Brown, Farnsworth, Grant, Han, Kudron, Lai, Lixey, Litfin, Wigginton
_____________________________________________________________________
CALL TO ORDER
The City Council/Successor Agency to the Yorba Linda Redevelopment Agency, Yorba Linda Housing Authority and Yorba Linda Municipal Financing Authority convened at 6:33 p.m. in the Council Chambers at 4845 Casa Loma Avenue, Yorba Linda.
ROLL CALL
PLEDGE OF ALLEGIANCE
Mayor Janice Lim invited Miss Canyon Hills Ireland Mercado to the podium to sing the National Anthem and lead the pledge of allegiance.
2 INVOCATION
Reverend Lynn Stone, Yorba Linda Presbyterian Church
INTRODUCTIONS & PRESENTATIONS
PRESENTATION OF PLAQUE TO OUTGOING MAYOR
Mayor Pro Tem Carlos Rodriguez recognized Mayor Lim for her service as Mayor this past year. He spoke of her outstanding leadership and insight, and Council presented her with a plaque. Mayor Lim also received recognitions from the offices of Congresswoman Young Kim, Senators Steven Choi and Kelly Seyarto, and Assemblyman Phillip Chen.
Mayor Lim expressed her appreciation and gratitude for the recognitions and the opportunity to serve the community as Mayor. She thanked her family, friends and community for the support and acknowledged Councilmember Robyn Grant, of Newport Beach, who was in attendance, and concluded her comments by highlighting key accomplishments for the City during the past year.
REORGANIZATION OF COUNCIL
A. SELECTION OF MAYOR
Mayor Lim turned the meeting over to City Clerk Marcia Brown to conduct the nominations for Mayor.
City Clerk Brown opened nominations for Mayor.
Moved by Singh
Seconded by Huang
It is recommended that the City Council approve their nominee, Carlos Rodriguez, for Mayor.
AYES (4): Huang, Lim, Singh, and Rodriguez
ABSENT (1): Campbell
CARRIED (4 to 0)
B. SELECTION OF MAYOR PRO TEM
Mayor Rodriguez expressed his gratitude for being selected to serve as Mayor and spoke about the upcoming year.
Mayor Rodriguez opened nominations for Mayor Pro Tem.
3 Moved by Rodriguez
Seconded by Singh
It is recommended that the City Council approve their nominee, Peggy Huang, for Mayor Pro Tem.
AYES (4): Huang, Lim, Singh, and Rodriguez
ABSENT (1): Campbell
CARRIED (4 to 0)
RECESS – RECEPTION IN COUNCIL CHAMBERS LOBBY (10 MINUTES) Mayor Rodriguez called a recess at 6:57 p.m. and reconvened the meeting at 7:23 p.m.
SECOND ROLL CALL
Councilmembers Present: Huang, Lim, Rodriguez, Singh
PUBLIC COMMENTS – ITEMS ON THE CONSENT CALENDAR OR ITEMS NOT ON
THE REMAINDER OF THE AGENDA
James Gaffney, resident, spoke about his siblings and their service to the country as well as his deployments in the U.S. Army. He also spoke of the need for a Veterans committee and cemetery.
Peter Meng, resident, congratulated Mayor Rodriguez and Mayor Pro Tem Huang. He expressed concerns on trees that he believes present a dangerous fire hazard along Chicago Avenue and urged their removal.
Richard de Bruijn, resident, spoke about affordable housing and the high costs of insurance which could possibly affect lending for affordable housing homes in high fire risk areas. He stressed then need for reform.
Linda Cone, resident, followed up on her November 4th comments with respect to securing a meeting with former Mayor Lim. She stressed the desire to elect the right people to serve on the Yorba Linda Unified School District Board.
Leandra Blades, Placentia-Yorba Linda Unified School District (PYLUSD) Trustee, on behalf of herself and Todd Frazier, PYLUSD Board Clerk, congratulated Mayor Rodriguez and Mayor Pro Tem Huang. She expressed excitement to reestablish the relationship with the City and spoke about the decline in enrollment.
Dee Dee Friedrich, President of Yorba Linda Country Riders, spoke about the ETCO project on Mariposa Avenue and Lakeview Avenue that went bankrupt and spoke of the need for a local equestrian center.
4 CONSENT CALENDAR
Moved by Singh
Seconded by Huang
It is recommended that the City Council approve the Consent Calendar.
AYES (4): Huang, Lim, Singh, and Rodriguez
ABSENT (1): Campbell
CARRIED (4 to 0)
1. WAIVE READING IN FULL OF ALL ORDINANCES AND RESOLUTIONS ON THE AGENDA
It is recommended that the City Council/Successor Agency to the Yorba Linda Redevelopment Agency waive reading in full of all ordinances and resolutions on the agenda and declare that said titles which appear on the public agenda shall be determined to have been read by title and further reading waived.
2. ACCOUNTS PAYABLE CHECK REGISTER – DECEMBER 2, 2025
It is recommended that the City Council receive and file the accounts payable check register and wire transfer report dated December 2, 2025, in the amount of $1,262,527.94.
3. APPROVAL OF THE MINUTES OF THE NOVEMBER 18, 2025 CITY COUNCIL /
SUCCESSOR AGENCY TO THE YORBA LINDA REDEVELOPMENT AGENCY
MEETING
It is recommended that the City Council/Successor Agency to the Yorba Linda Redevelopment Agency approve the minutes of the November 18, 2025 City Council/Successor Agency to the Yorba Linda Redevelopment Agency joint meeting.
4. TREASURER’S REPORT – SEPTEMBER 2025
It is recommended that the City Council: 1.) Receive and file the attached monthly Treasurer’s Report; and 2.) Delegate investment responsibility to the City’s Finance Director / City Treasurer for one year.
5. CONTINUANCE OF EMERGENCY PROCLAMATION REGARDING CRITICAL
STORM DRAIN REPAIR FOR LEMON AND IMPERIALHIGHWAY STORM DRAIN It is recommended that the City Council: 1.) Affirm the November 18, 2025, Local Emergency Proclamation and determine that the need for the Local Emergency
5 Proclamation still exists by adopting Resolution No. 2025-5959; and, 2.) Direct staff to provide updates at City Council meetings regarding the emergency conditions.
6. REPORTS OF PLANNING COMMISSION ACTIONS FROM THEIR LAST MEETING It is recommended that the City Council receive and file this report.
7. COUNCIL COMMITTEE AND AGENCY REPORTS
It is recommended that the City Council receive and file this report.
CITY MANAGER’S REPORT/MAYOR’S REPORT/MATTERS PRESENTED BY
COUNCILMEMBERS/ OTHER AGENCY REPORTS
City Manager Peter Grant responded to the comments made by Richard de Bruijn and low-income housing. He said that with the third Heli-hydrant that recently opened, the City hopes to stress the availability of these assets to the State Insurance Commissioner to try to mitigate some insurance costs. With respect to the ETCO project, he said he did not have an update regarding the developer, but he congratulated Code Enforcement staff and the Sheriff's department who responded quickly to a trespassing issue that occurred earlier in the week. He attended the Handel's Messiah concert at the Richard Nixon Presidential Library and Museum and the East Lake Village Tree Lighting. He said he has felt very welcomed in the community.
Councilman Shivinder Singh congratulated Mayor Rodriguez and Mayor Pro Tem Huang on their appointments.
Councilwoman Lim also congratulated Mayor and Mayor Pro Tem and said the Nixon Foundation was honored to host Marines from Camp Pendleton on Thanksgiving morning at the Richard Nixon Presidential Library and Museum. She said it was a memorable event that she attended. Councilwoman Lim also said that Bridget Blehm, Executive Director, of For Families of Active Military, also hosted 20 Marines for Thanksgiving at the Black Gold Golf Course. Councilwoman Lim attended the East Lake Village Tree Lighting and the Handel's Messiah concert. She concluded her remarks by responding to Linda Cone's comments and said many of the issues she wanted to discuss are school boardrelated, and said Council was busy with City-related issues this past year. She said the City does have a liaison for the school board and also suggested contacting City Manager Grant.
Mayor Pro Tem Huang thanked Mayor Rodriguez and congratulated former Mayor Lim for her service. She said her report is included in the binders.
Mayor Rodriguez shared that the City has a wonderful lineup of holiday events. He invited the community to attend the second official Tree Lighting Ceremony on Saturday, December 6, at 6:00 p.m. in the Yorba Linda Town Center. He urged residents to support
6 the Yorba Linda Teen Action Committee by donating non-perishable, unexpired food items and unwrapped gifts for young children. All donations benefit Pathways of Hope. A list of drop-off locations and more information is available at www.yorbalindaca.gov/LatestNews. Mayor Rodriguez concluded by announcing the Library's Food for Fines Program. Now through December 20th, Library patrons can submit online donations or bring canned food to the Library to waive their fines (excluding lost or damaged items). All donations benefit the Community Action Partnership of Orange County Food Bank. More information can be found at www.ylpl.org/FoodForFines.
8. INTEREST IN BEING APPOINTED TO ORGANIZATIONS, AGENCIES AND
COMMITTEES
Mayor Rodriguez asked his Council colleagues to communicate their preferences to him so that appointments can be placed on the next agenda for consideration by the full Council.
ADJOURNMENT
Mayor Rodriguez adjourned the meeting at 7:59 p.m. to the next regularly scheduled City Council/Successor Agency to the Yorba Linda Redevelopment Agency joint meeting on December 16, 2025.
_________________________
City Clerk
PUBLIC WORKS DEPARTMENT
DATE: DECEMBER 16, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JAMIE LAI, P.E., DIRECTOR OF PUBLIC WORKS/ CITY ENGINEER PREPARED BY: YASH VERMA, SENIOR MANAGEMENT ANALYST
SUBJECT: APPROVE A CONTRACT WITH NEXTECH SYSTEMS, INC FOR CITYWIDE TRAFFIC CALMING AND PEDESTRIAN SAFETY DEVICE SERVICES.
RECOMMENDATION
It is recommended that the City Council: 1.) Award three-year contracts for citywide traffic calming and pedestrian safety device services to NexTech Systems, Inc. for $90,000 and a $13,500 contingency; and 2.) Authorize the City Manager to execute any future amendments or change orders within the approved three-year contract amount.
BACKGROUND/DISCUSSION
The City conducted a procurement process several years ago to upgrade traffic infrastructure and the City Council selected Carmanah Technology’s proprietary products to maintain a variety of pedestrian safety and traffic calming devices in crosswalks, school zones, and neighborhoods.
NexTech Systems, Inc. is the exclusive authorized support provider for Carmanah’s products.
FISCAL IMPACT
Funding is available in the Traffic CIP. Future budgets will reflect the ongoing contract costs.
ALTERNATIVES
Do not approve the recommended action and provide direction. Selecting an alternate vendor would require extensive equipment replacement, resulting in significant costs and service disruption.
ATTACHMENTS
Attachment 1 - NexTech On-Call Service Agreement
Attachment 2 - NexTech Sole Source Signed Letter
Agreement for
Professional OnCall Services
Agreement for Professional On-Call Services | 1
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
THIS MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES (“Agreement”) is made and effective this 16th day of December 2025 (“Effective Date”) by and between the CITY OF YORBA LINDA, a California municipal corporation, (“City”) and Nextech System Inc, a Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. GENERAL PROVISIONS.
1.1 Purpose. The purpose of this Agreement is to authorize Consultant to provide on-call services to City through purchase orders issued by the City Manager or designees (each a “Purchase Order”) for privately funded and City projects which are exempt from bidding requirements for public contracting, subject to the terms and conditions herein (the “Services”).
1.2 No Guaranteed Work. The Parties acknowledge that this Agreement serves as a master services agreement to establish Consultant as an approved consultant which may perform Services for the City pursuant to Purchase Order(s) issued in the discretion of the City Manager. This Agreement does not guarantee that Consultant will be issued any work from City, or any particular amount of work, including for any Services. By entering into this Agreement Consultant is obtaining the ability to receive Purchase Orders from the City Manager, and the City is obtaining the ability to issue Purchase Orders without a requirement for subsequent City Council approval.
1.3 Term. This Agreement shall become effective on the Effective Date and shall continue until December 16, 2028 (“Term”) unless otherwise terminated or extended by the Parties pursuant to the terms of this Agreement. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement.
1.4 Termination. The City may terminate this Agreement at any time with or without cause by providing written notice to Consultant. The City may terminate this Agreement for any reason, including but not limited to the lack of budget allocation for the Services.
1.5 Contract Administrator. Tony L. Wang (“Contract Administrator”) is the City’s primary contact representative for the purposes of this Agreement. Consultant shall contact the Contract Administrator for all communications related to this Agreement. City may change the Contract Administrator upon written notification to Consultant. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or designee.
1.6 Consultant Representative. Jeremy Hancyk is Consultant’s primary contact representative for the purposes of this Agreement. City shall contact the 2905/009410-1001
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Consultant Representative for all communications related to this Agreement. Consultant may change the Consultant Representative upon written notification to City. Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement.
1.7 Notices. Any written notice to Consultant shall be sent to:
Nextech Systems Inc.
Attn: Jeremy Hancyk
13885 Alton Pkwy Ste A
Irvine, CA 92618
Any written notice to City shall be sent to the Contract Administrator at:
City of Yorba Linda
4845 Casa Loma Ave
Yorba Linda, CA 92886
Attn: Tony L. Wang, Traffic Engineering Manager
with a copy to:
City Clerk
City of Yorba Linda
4845 Casa Loma Ave
Yorba Linda, CA 92886
SECTION 2. SERVICES.
2.1 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.
2.2 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
2.3 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.
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Agreement for Professional On-Call Services | 3
2.4 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of a Purchase Order.
2.5 Warranty. By executing this Agreement, Consultant warrants that Consultant has thoroughly investigated and considered the Services, has considered how they should be performed, and fully understands the facilities, difficulties, and restrictions applicable to performance of the Services.
2.6 Facilities and Equipment. Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the Services. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.
SECTION 3. COMPENSATION.
3.1 Not to Exceed Compensation. Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “A” (“Rate Schedule”). The compensation set forth in the Purchase Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order. In no event shall the cumulative compensations under all Purchase Orders exceed NINETY THOUSAND DOLLARS ($90,000.00).
3.2 Invoicing. Upon completion of a Purchase Order, or monthly for Purchase Orders involving Services performed over periods of longer than one (1) month, Consultant shall submit invoices to City based on the Services performed and any reimbursable expenses approved by City in writing. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period;
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c. A “Task Summary” containing the original Purchase Order amount, the amount of prior billings, the total due this period, the balance available under the Purchase Order, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services;
f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.
h. Invoices shall be submitted to:
City of Yorba Linda
Attn: Accounts Payable
4845 Casa Loma Ave
Yorba Linda, CA 92886
3.3 Payment. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
3.4 Payment Holds. City may withhold payment of any invoice for Services not satisfactorily performed until such Services are performed to City’s satisfaction at no extra cost to City. City may hold payments reasonably in dispute under this Agreement until resolution of the dispute.
3.5 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.
3.6 Payment Upon Termination. In the event City or Consultant terminates this Agreement, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for preapproved reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. City may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.
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SECTION 4. INDEMNIFICATION.
4.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of this Agreement, 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 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.
4.2 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 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 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.
4.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 4 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, 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 4.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.
4.4 Limitation of Indemnification. The provisions of this Section 4 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 4 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.
4.5 Legal Requirements Related to Indemnification. If any applicable law would render any of the requirements of this Section 4 void or unenforceable, the requirements hereunder shall be construed to the greatest scope and applicability permitted by applicable law.
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SECTION 5. INSURANCE.
5.1 Insurance Required. As a condition of entering into this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance specified below. 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. a. 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 self-insurance program to meet those requirements, but only if the program of selfinsurance 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 self-insurance 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. b. Commercial General and Automobile Liability Insurance. i) 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 non-owned automobiles.
ii) 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
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Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
iii) Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or
an accident basis, and not on a claims-made basis.
b. 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.
5.2 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.
5.3 Continuation of Insurance. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.
5.4 Additional Insured. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant.
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 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.
5.5 Subcontractors’ Insurance. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract pursuant to this Agreement until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City.
5.6 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
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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 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.
5.7 Verification of Coverage. Prior to execution of this Agreement, Consultant shall furnish City with 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 name and address for endorsements and other insurance related matters is: City of Yorba Linda, 4845 Casa Loma Ave, Yorba Linda, CA 92886.
5.8 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.
5.9 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. The Contractor Administrator may, but is not required to approve in writing the submission of certificates of insurance in lieu of policy copies, in which case the Certificate of Insurance must include the following reference: City of Yorba Linda: Master Agreement for Professional On Call Services.
5.10 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.
SECTION 6. 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
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Consultant only insofar as the results of the Services and assignment of personnel pursuant to Section 2.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services. The personnel performing the Services 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 Purchase Orders, City shall not pay salaries, wages, or other compensation to Consultant for performing Services. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services. 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 City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
7.2 Prevailing Wages. The Parties have determined that prevailing wage laws do not apply to this Agreement because the Services do not include construction, alteration, demolition, installation, or repair work or are otherwise exempt under California’s prevailing wage laws (Lab. Code, § 1720 et seq.). Notwithstanding the foregoing, it is agreed by the Parties that, in connection with performance of this Agreement, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, and/or any other similar law.
Section 4, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing 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 Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or
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(iii) failure by Consultant or any party performing under this Agreement to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
7.3 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, and perform the Services. 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, and perform the Services.
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 fees, assessments, and 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 fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.
7.4 Conflicts of Interest, Political Reform Act. Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant 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 Consultant’s obligations and responsibilities under this Agreement.
Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3.
In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
7.5 Amendments. The Parties may amend this Agreement and/or any Purchase Order only by a writing signed by all the Parties. The City Manager shall have the authority to execute amendments to this Agreement and any Purchase Order which extend the time for performance or modify the Services in a manner which does not exceed the compensation amount set forth in Section 3.1. Extensions of the time for performance of Services do not entitle Consultant to additional compensation to the compensation initially provided in the applicable Purchase Order.
7.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon
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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.
7.7 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:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;
c. Retain a different consultant to complete the Services; and/or d. Charge Consultant the difference between the cost to complete the Services described in the relevant Purchase Order that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 3 if Consultant had completed the Services.
SECTION 8. KEEPING AND STATUS OF RECORDS.
8.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement.
It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant 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. Consultant 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.
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8.2 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 plans, specifications, studies, 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, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
8.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges or expenditures and disbursements charged to City for Services under this Agreement, if any for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.
8.4 Inspection and Audit of Records. Any records or documents that Section 8.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. 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.
SECTION 9. MISCELLANEOUS PROVISIONS.
9.1 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.
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9.2 Applicable Law, Venue. The laws of the State of California shall govern this Agreement. 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 Orange County.
9.3 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.
9.4 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.
9.5 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 Consultant 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.
9.6 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.
9.7 Rights and Remedies. 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.
9.8 Integration. This Agreement, including the Exhibit attached hereto, represents the entire and integrated agreement between City and Consultant 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. In the event of a conflict between this Agreement and any of the Exhibit, this Agreement shall control.
9.9 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.
9.10 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
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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.
9.11 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the 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.
9.12 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.
9.13 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
9.14 No Undue Influence. Consultant 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 Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.
9.15 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 any Services performed hereunder. [Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.
CITY OF YORBA LINDA
Dated: By:
PETER GRANT
CITY MANAGER
_____________________________
Sunny Han
Finance Director
ATTEST: NEXTECH SYSTEMS INC.
By:
Marcia Brown (Print)
City Clerk
(Signature)
APPROVED AS TO FORM:
RUTAN & TUCKER LLP Title: ____________________________
Dated:
Todd Litfin
City Attorney
By:
(Print)
(Signature)
Title: ____________________________
Dated:
NOTE: ALL SIGNATURES OF “CONTRACTOR MUST BE NOTARIZED. (IF CORPORATION, TWO NOTARIZED SIGNATURES – PRESIDENT OR VICE PRESIDENT AND SECRETARY –
AND CORPORATE SEAL OF CONTRACTOR REQUIRED)
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EXHIBIT A.
EXHIBIT A
RATE SCHEDULE
Term Services Amount
2025-2028
Nextech Systems, Inc.: include rectangular rapid
flashing beacons (RRFBs), warning beacons, school
zone beacons, and SpeedCheck radar speed displays.
$90,000.00
Not- to-Exceed Agreement Total Compensation =
$90,000.00
Carmanah Technologies Corp. 250 Bay Street, Victoria, BC Canada V9A 3K5 | Tel: +1.250.380.0052 | Fax: +1.250.380.0062 | Email: [email protected] | www.carmanah.com Carmanah Technologies Corp.
250 Bay St.
Victoria, BC
Canada, V9A 3K5
January 28, 2025
To Whom it May Concern,
Please be advised that NexTech Systems, Inc., with offices at 13885 Alton Pkwy Ste A, Irvine, CA 92618, is the authorized Preferred Reseller for Carmanah Technologies Corporation’s products in Southern California and our sole source distributor in this territory. NexTech can provide product training, technical support, sales, warranty, and overall support of our traffic safety products. These products include our rectangular rapid flashing beacons (RRFBs), warning beacons, school zone beacons, and SpeedCheck radar speed displays.
We have a longstanding relationship with NexTech and entrust them with all aspects of distributing and supporting our products. If there are any concerns, please contact me to discuss.
Regards,
Jeremy Hancyk
Business Development Manager
Carmanah Technologies Corp.
[email protected]
+1 250 412 8345
PUBLIC WORKS DEPARTMENT
DATE: DECEMBER 16, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JAMIE LAI, P.E., DIRECTOR OF PUBLIC WORKS/ CITY ENGINEER PREPARED BY: YASH VERMA, SENIOR MANAGEMENT ANALYST
SUBJECT: AWARD A CONTRACT TO ECONOLITE FOR CITYWIDE TRAFFIC SIGNAL
SYSTEM SOFTWARE AND HARDWARE MAINTENANCE
RECOMMENDATION
It is recommended that the City Council:
1. Award three-year contracts for citywide traffic signal system software and hardware maintenance services to Econolite Systems, Inc. and Econolite Control Products, Inc., for $210,000 and authorize contract contingencies of up to $31,500 (15%).
2. Authorize the City Manager to execute any future amendments or change orders within the approved three-year contract amount.
BACKGROUND/DISCUSSION
The City maintains a network of signalized intersections that rely on Econolite controllers, cabinets, detection systems, and software to operate. Econolite, a long-time City vendor, is the sole manufacturer and service provider for the City’s existing hardware and software (Attachment 3). Selecting an alternate vendor would require replacing the entire traffic signal system, resulting in significant costs and service disruption.
FISCAL IMPACT
Funding is available in Traffic CIP Project (TC261001-03). Future budgets will reflect the ongoing contract cost.
ALTERNATIVES
Do not approve the recommended action and provide alternative direction.
ATTACHMENTS
Attachment 1 – Econolite Products On-Call Service Agreement Attachment 2 – Econolite Systems On-Call Service Agreement Attachment 3 – Econolite Sole Source Signed Letter
Agreement for
Professional OnCall Services
Agreement for Professional On-Call Services | 1
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
THIS MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES (“Agreement”) is made and effective this 16th day of December 2025 (“Effective Date”) by and between the CITY OF YORBA LINDA, a California municipal corporation, (“City”) and Econolite Control Products Inc, a Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. GENERAL PROVISIONS.
1.1 Purpose. The purpose of this Agreement is to authorize Consultant to provide on-call services to City through purchase orders issued by the City Manager or designees (each a “Purchase Order”) for privately funded and City projects which are exempt from bidding requirements for public contracting, subject to the terms and conditions herein (the “Services”).
1.2 No Guaranteed Work. The Parties acknowledge that this Agreement serves as a master services agreement to establish Consultant as an approved consultant which may perform Services for the City pursuant to Purchase Order(s) issued in the discretion of the City Manager. This Agreement does not guarantee that Consultant will be issued any work from City, or any particular amount of work, including for any Services. By entering into this Agreement Consultant is obtaining the ability to receive Purchase Orders from the City Manager, and the City is obtaining the ability to issue Purchase Orders without a requirement for subsequent City Council approval.
1.3 Term. This Agreement shall become effective on the Effective Date and shall continue until December 16, 2028 (“Term”) unless otherwise terminated or extended by the Parties pursuant to the terms of this Agreement. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement.
1.4 Termination. The City may terminate this Agreement at any time with or without cause by providing written notice to Consultant. The City may terminate this Agreement for any reason, including but not limited to the lack of budget allocation for the Services.
1.5 Contract Administrator. Tony L. Wang (“Contract Administrator”) is the City’s primary contact representative for the purposes of this Agreement. Consultant shall contact the Contract Administrator for all communications related to this Agreement. City may change the Contract Administrator upon written notification to Consultant. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or designee.
1.6 Consultant Representative. Corey Kelly is Consultant’s primary contact representative for the purposes of this Agreement. City shall contact the Consultant 2905/009410-1001
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Representative for all communications related to this Agreement. Consultant may change the Consultant Representative upon written notification to City. Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement.
1.7 Notices. Any written notice to Consultant shall be sent to:
Econolite Systems Inc.
Attn: Corey Kelly
1250 N. Tustin Ave
Anaheim, CA 92807
Any written notice to City shall be sent to the Contract Administrator at:
City of Yorba Linda
4845 Casa Loma Ave
Yorba Linda, CA 92886
Attn: Tony L. Wang, Traffic Engineering Manager
with a copy to:
City Clerk
City of Yorba Linda
4845 Casa Loma Ave
Yorba Linda, CA 92886
SECTION 2. SERVICES.
2.1 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.
2.2 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
2.3 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.
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2.4 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of a Purchase Order.
2.5 Warranty. By executing this Agreement, Consultant warrants that Consultant has thoroughly investigated and considered the Services, has considered how they should be performed, and fully understands the facilities, difficulties, and restrictions applicable to performance of the Services.
2.6 Facilities and Equipment. Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the Services. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.
SECTION 3. COMPENSATION.
3.1 Not to Exceed Compensation. Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “A” (“Rate Schedule”). The compensation set forth in the Purchase Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order. In no event shall the cumulative compensations under all Purchase Orders exceed ONE HUNDRED AND EIGHTY THOUSAND DOLLARS ($180,000.00).
3.2 Invoicing. Upon completion of a Purchase Order, or monthly for Purchase Orders involving Services performed over periods of longer than one (1) month, Consultant shall submit invoices to City based on the Services performed and any reimbursable expenses approved by City in writing. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period;
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c. A “Task Summary” containing the original Purchase Order amount, the amount of prior billings, the total due this period, the balance available under the Purchase Order, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services;
f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.
h. Invoices shall be submitted to:
City of Yorba Linda
Attn: Accounts Payable
4845 Casa Loma Ave
Yorba Linda, CA 92886
3.3 Payment. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
3.4 Payment Holds. City may withhold payment of any invoice for Services not satisfactorily performed until such Services are performed to City’s satisfaction at no extra cost to City. City may hold payments reasonably in dispute under this Agreement until resolution of the dispute.
3.5 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.
3.6 Payment Upon Termination. In the event City or Consultant terminates this Agreement, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for preapproved reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. City may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.
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SECTION 4. INDEMNIFICATION.
4.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of this Agreement, 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 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.
4.2 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 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 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.
4.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 4 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, 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 4.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.
4.4 Limitation of Indemnification. The provisions of this Section 4 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 4 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.
4.5 Legal Requirements Related to Indemnification. If any applicable law would render any of the requirements of this Section 4 void or unenforceable, the requirements hereunder shall be construed to the greatest scope and applicability permitted by applicable law.
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SECTION 5. INSURANCE.
5.1 Insurance Required. As a condition of entering into this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance specified below. 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. a. 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 self-insurance program to meet those requirements, but only if the program of selfinsurance 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 self-insurance 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. b. Commercial General and Automobile Liability Insurance. i) 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 non-owned automobiles.
ii) 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
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Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
iii) Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or
an accident basis, and not on a claims-made basis.
b. 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.
5.2 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.
5.3 Continuation of Insurance. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.
5.4 Additional Insured. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant.
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 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.
5.5 Subcontractors’ Insurance. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract pursuant to this Agreement until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City.
5.6 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
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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 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.
5.7 Verification of Coverage. Prior to execution of this Agreement, Consultant shall furnish City with 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 name and address for endorsements and other insurance related matters is: City of Yorba Linda, 4845 Casa Loma Ave, Yorba Linda, CA 92886.
5.8 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.
5.9 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. The Contractor Administrator may, but is not required to approve in writing the submission of certificates of insurance in lieu of policy copies, in which case the Certificate of Insurance must include the following reference: City of Yorba Linda: Master Agreement for Professional On Call Services.
5.10 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.
SECTION 6. 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
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Consultant only insofar as the results of the Services and assignment of personnel pursuant to Section 2.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services. The personnel performing the Services 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 Purchase Orders, City shall not pay salaries, wages, or other compensation to Consultant for performing Services. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services. 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 City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
7.2 Prevailing Wages. The Parties have determined that prevailing wage laws do not apply to this Agreement because the Services do not include construction, alteration, demolition, installation, or repair work or are otherwise exempt under California’s prevailing wage laws (Lab. Code, § 1720 et seq.). Notwithstanding the foregoing, it is agreed by the Parties that, in connection with performance of this Agreement, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, and/or any other similar law.
Section 4, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing 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 Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or
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(iii) failure by Consultant or any party performing under this Agreement to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
7.3 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, and perform the Services. 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, and perform the Services.
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 fees, assessments, and 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 fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.
7.4 Conflicts of Interest, Political Reform Act. Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant 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 Consultant’s obligations and responsibilities under this Agreement.
Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3.
In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
7.5 Amendments. The Parties may amend this Agreement and/or any Purchase Order only by a writing signed by all the Parties. The City Manager shall have the authority to execute amendments to this Agreement and any Purchase Order which extend the time for performance or modify the Services in a manner which does not exceed the compensation amount set forth in Section 3.1. Extensions of the time for performance of Services do not entitle Consultant to additional compensation to the compensation initially provided in the applicable Purchase Order.
7.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon
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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.
7.7 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:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;
c. Retain a different consultant to complete the Services; and/or d. Charge Consultant the difference between the cost to complete the Services described in the relevant Purchase Order that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 3 if Consultant had completed the Services.
SECTION 8. KEEPING AND STATUS OF RECORDS.
8.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement.
It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant 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. Consultant 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.
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8.2 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 plans, specifications, studies, 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, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
8.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges or expenditures and disbursements charged to City for Services under this Agreement, if any for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.
8.4 Inspection and Audit of Records. Any records or documents that Section 8.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. 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.
SECTION 9. MISCELLANEOUS PROVISIONS.
9.1 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.
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9.2 Applicable Law, Venue. The laws of the State of California shall govern this Agreement. 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 Orange County.
9.3 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.
9.4 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.
9.5 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 Consultant 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.
9.6 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.
9.7 Rights and Remedies. 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.
9.8 Integration. This Agreement, including the Exhibit attached hereto, represents the entire and integrated agreement between City and Consultant 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. In the event of a conflict between this Agreement and any of the Exhibit, this Agreement shall control.
9.9 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.
9.10 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
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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.
9.11 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the 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.
9.12 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.
9.13 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
9.14 No Undue Influence. Consultant 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 Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.
9.15 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 any Services performed hereunder. [Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.
CITY OF YORBA LINDA
Dated: By:
PETER GRANT
CITY MANAGER
_____________________________
Sunny Han
Finance Director
ATTEST: ECONOLITE CONTROL PRODUCTS INC.
By:
Marcia Brown (Print)
City Clerk
(Signature)
APPROVED AS TO FORM:
RUTAN & TUCKER LLP Title: ____________________________
Dated:
Todd Litfin
City Attorney
By:
(Print)
(Signature)
Title: ____________________________
Dated:
NOTE: ALL SIGNATURES OF “CONTRACTOR MUST BE NOTARIZED. (IF CORPORATION, TWO NOTARIZED SIGNATURES – PRESIDENT OR VICE PRESIDENT AND SECRETARY –
AND CORPORATE SEAL OF CONTRACTOR REQUIRED)
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EXHIBIT A.
EXHIBIT A
RATE SCHEDULE
Term Services Amount
2025-2028
Controllers: Cobalt® and Safetran 2070®. This also
includes any products or licensing that would be
associated with Econolite proprietary products.
Example: ASC3® or EOS® software upgrades can only
be purchased through Econolite as the software is
developed, registered, and licensed for use only by
Econolite.
Autoscope® video detection: ENCORE®, Rack Vision
Terra® and Vision® are registered trademarks of Image
Sensing Systems. Econolite is the sole distributor of
Autoscope® products in the United States.
$180,000.00
Not- to-Exceed Agreement Total Compensation = $180,000.00
Agreement for
Professional OnCall Services
Agreement for Professional On-Call Services | 1
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
THIS MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES (“Agreement”) is made and effective this 16th day of December 2025 (“Effective Date”) by and between the CITY OF YORBA LINDA, a California municipal corporation, (“City”) and Econolite Systems Inc, a Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. GENERAL PROVISIONS.
1.1 Purpose. The purpose of this Agreement is to authorize Consultant to provide on-call services to City through purchase orders issued by the City Manager or designees (each a “Purchase Order”) for privately funded and City projects which are exempt from bidding requirements for public contracting, subject to the terms and conditions herein (the “Services”).
1.2 No Guaranteed Work. The Parties acknowledge that this Agreement serves as a master services agreement to establish Consultant as an approved consultant which may perform Services for the City pursuant to Purchase Order(s) issued in the discretion of the City Manager. This Agreement does not guarantee that Consultant will be issued any work from City, or any particular amount of work, including for any Services. By entering into this Agreement Consultant is obtaining the ability to receive Purchase Orders from the City Manager, and the City is obtaining the ability to issue Purchase Orders without a requirement for subsequent City Council approval.
1.3 Term. This Agreement shall become effective on the Effective Date and shall continue until December 16, 2028 (“Term”) unless otherwise terminated or extended by the Parties pursuant to the terms of this Agreement. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement.
1.4 Termination. The City may terminate this Agreement at any time with or without cause by providing written notice to Consultant. The City may terminate this Agreement for any reason, including but not limited to the lack of budget allocation for the Services.
1.5 Contract Administrator. Tony L. Wang (“Contract Administrator”) is the City’s primary contact representative for the purposes of this Agreement. Consultant shall contact the Contract Administrator for all communications related to this Agreement. City may change the Contract Administrator upon written notification to Consultant. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or designee.
1.6 Consultant Representative. Corey Kelly is Consultant’s primary contact representative for the purposes of this Agreement. City shall contact the Consultant 2905/009410-1001
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Representative for all communications related to this Agreement. Consultant may change the Consultant Representative upon written notification to City. Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement.
1.7 Notices. Any written notice to Consultant shall be sent to:
Econolite Systems Inc.
Attn: Corey Kelly
1250 N. Tustin Ave
Anaheim, CA 92807
Any written notice to City shall be sent to the Contract Administrator at:
City of Yorba Linda
4845 Casa Loma Ave
Yorba Linda, CA 92886
Attn: Tony L. Wang, Traffic Engineering Manager
with a copy to:
City Clerk
City of Yorba Linda
4845 Casa Loma Ave
Yorba Linda, CA 92886
SECTION 2. SERVICES.
2.1 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.
2.2 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
2.3 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.
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2.4 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of a Purchase Order.
2.5 Warranty. By executing this Agreement, Consultant warrants that Consultant has thoroughly investigated and considered the Services, has considered how they should be performed, and fully understands the facilities, difficulties, and restrictions applicable to performance of the Services.
2.6 Facilities and Equipment. Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the Services. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.
SECTION 3. COMPENSATION.
3.1 Not to Exceed Compensation. Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “A” (“Rate Schedule”). The compensation set forth in the Purchase Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order. In no event shall the cumulative compensations under all Purchase Orders exceed THIRTY THOUSAND DOLLARS ($30,000.00).
3.2 Invoicing. Upon completion of a Purchase Order, or monthly for Purchase Orders involving Services performed over periods of longer than one (1) month, Consultant shall submit invoices to City based on the Services performed and any reimbursable expenses approved by City in writing. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period;
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c. A “Task Summary” containing the original Purchase Order amount, the amount of prior billings, the total due this period, the balance available under the Purchase Order, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services;
f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.
h. Invoices shall be submitted to:
City of Yorba Linda
Attn: Accounts Payable
4845 Casa Loma Ave
Yorba Linda, CA 92886
3.3 Payment. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
3.4 Payment Holds. City may withhold payment of any invoice for Services not satisfactorily performed until such Services are performed to City’s satisfaction at no extra cost to City. City may hold payments reasonably in dispute under this Agreement until resolution of the dispute.
3.5 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.
3.6 Payment Upon Termination. In the event City or Consultant terminates this Agreement, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for preapproved reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. City may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.
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SECTION 4. INDEMNIFICATION.
4.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of this Agreement, 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 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.
4.2 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 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 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.
4.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 4 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, 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 4.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.
4.4 Limitation of Indemnification. The provisions of this Section 4 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 4 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.
4.5 Legal Requirements Related to Indemnification. If any applicable law would render any of the requirements of this Section 4 void or unenforceable, the requirements hereunder shall be construed to the greatest scope and applicability permitted by applicable law.
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SECTION 5. INSURANCE.
5.1 Insurance Required. As a condition of entering into this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance specified below. 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. a. 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 self-insurance program to meet those requirements, but only if the program of selfinsurance 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 self-insurance 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. b. Commercial General and Automobile Liability Insurance. i) 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 non-owned automobiles.
ii) 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
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Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
iii) Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or
an accident basis, and not on a claims-made basis.
b. 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.
5.2 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.
5.3 Continuation of Insurance. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.
5.4 Additional Insured. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant.
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 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.
5.5 Subcontractors’ Insurance. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract pursuant to this Agreement until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City.
5.6 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
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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 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.
5.7 Verification of Coverage. Prior to execution of this Agreement, Consultant shall furnish City with 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 name and address for endorsements and other insurance related matters is: City of Yorba Linda, 4845 Casa Loma Ave, Yorba Linda, CA 92886.
5.8 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.
5.9 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. The Contractor Administrator may, but is not required to approve in writing the submission of certificates of insurance in lieu of policy copies, in which case the Certificate of Insurance must include the following reference: City of Yorba Linda: Master Agreement for Professional On Call Services.
5.10 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.
SECTION 6. 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
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Consultant only insofar as the results of the Services and assignment of personnel pursuant to Section 2.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services. The personnel performing the Services 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 Purchase Orders, City shall not pay salaries, wages, or other compensation to Consultant for performing Services. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services. 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 City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
7.2 Prevailing Wages. The Parties have determined that prevailing wage laws do not apply to this Agreement because the Services do not include construction, alteration, demolition, installation, or repair work or are otherwise exempt under California’s prevailing wage laws (Lab. Code, § 1720 et seq.). Notwithstanding the foregoing, it is agreed by the Parties that, in connection with performance of this Agreement, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, and/or any other similar law.
Section 4, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing 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 Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or
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(iii) failure by Consultant or any party performing under this Agreement to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
7.3 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, and perform the Services. 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, and perform the Services.
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 fees, assessments, and 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 fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.
7.4 Conflicts of Interest, Political Reform Act. Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant 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 Consultant’s obligations and responsibilities under this Agreement.
Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3.
In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
7.5 Amendments. The Parties may amend this Agreement and/or any Purchase Order only by a writing signed by all the Parties. The City Manager shall have the authority to execute amendments to this Agreement and any Purchase Order which extend the time for performance or modify the Services in a manner which does not exceed the compensation amount set forth in Section 3.1. Extensions of the time for performance of Services do not entitle Consultant to additional compensation to the compensation initially provided in the applicable Purchase Order.
7.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon
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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.
7.7 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:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;
c. Retain a different consultant to complete the Services; and/or d. Charge Consultant the difference between the cost to complete the Services described in the relevant Purchase Order that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 3 if Consultant had completed the Services.
SECTION 8. KEEPING AND STATUS OF RECORDS.
8.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement.
It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant 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. Consultant 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.
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8.2 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 plans, specifications, studies, 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, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
8.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges or expenditures and disbursements charged to City for Services under this Agreement, if any for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.
8.4 Inspection and Audit of Records. Any records or documents that Section 8.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. 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.
SECTION 9. MISCELLANEOUS PROVISIONS.
9.1 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.
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9.2 Applicable Law, Venue. The laws of the State of California shall govern this Agreement. 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 Orange County.
9.3 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.
9.4 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.
9.5 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 Consultant 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.
9.6 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.
9.7 Rights and Remedies. 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.
9.8 Integration. This Agreement, including the Exhibit attached hereto, represents the entire and integrated agreement between City and Consultant 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. In the event of a conflict between this Agreement and any of the Exhibit, this Agreement shall control.
9.9 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.
9.10 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
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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.
9.11 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the 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.
9.12 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.
9.13 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
9.14 No Undue Influence. Consultant 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 Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.
9.15 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 any Services performed hereunder. [Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.
CITY OF YORBA LINDA
Dated: By:
PETER GRANT
CITY MANAGER
_____________________________
Sunny Han
Finance Director
ATTEST: ECONOLITE SYSTEMS INC.
By:
Marcia Brown (Print)
City Clerk
(Signature)
APPROVED AS TO FORM:
RUTAN & TUCKER LLP Title: ____________________________
Dated:
Todd Litfin
City Attorney
By:
(Print)
(Signature)
Title: ____________________________
Dated:
NOTE: ALL SIGNATURES OF “CONTRACTOR MUST BE NOTARIZED. (IF CORPORATION, TWO NOTARIZED SIGNATURES – PRESIDENT OR VICE PRESIDENT AND SECRETARY –
AND CORPORATE SEAL OF CONTRACTOR REQUIRED)
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EXHIBIT A.
EXHIBIT A
RATE SCHEDULE
Term Services Amount
2025-2028
System software: Centracs®, Centracs MOE®,
Centracs SPM®. Example: Centracs® software
upgrades can only be purchased through Econolite as
the software is developed, registered, and licensed for use only by Econolite.
$30,000.00
Not- to-Exceed Agreement Total Compensation = $30,000.00
To: City of Yorba Linda
From: Corey Kelly
Date: 9-24-25
Re: Sole Source
To whom it may concern,
This letter is to verify that Econolite located at 1250 N. Tustin Ave., Anaheim, California 92807 is the sole developer, provider or manufacturer of any and all, “Econolite” and “Safetran” products in the state of California.
This would include:
1. Plug-N-Go Cabinets and Hardwire: TS1 and TS2
2. Controllers: Cobalt® and Safetran 2070®. This also includes any products or licensing that would be associated with Econolite proprietary products. Example: ASC3® or EOS® software upgrades can only be purchased through Econolite as the software is developed, registered, and licensed for use only by Econolite.
3. System software: Centracs®, Centracs MOE®, Centracs SPM®. Example: Centracs® software upgrades can only be purchased through Econolite as the software is developed, registered, and licensed for use only by Econolite.
4. Autoscope® video detection: ENCORE®, Rack Vision Terra® and Vision® are registered trademarks of Image Sensing Systems. Econolite is the sole distributor of Autoscope® products in the United States.
5. Econolite Blue Series Cabinets.
6. In-ground wireless detection: Econolite-branded AccuSense® sensors, peripherals, and software.
7. Econolite Signals and Display Products
8. Econolite branded BIU’s, Load Switches, Power Supplies, Zinc Blue UPS and any other products with the Econolite® name.
If you have any questions concerning this matter, please contact me at (714) 273-4912.
We appreciate the opportunity for your business!
Thank You,
Corey Kelly
Econolite
PUBLIC WORKS DEPARTMENT
DATE: DECEMBER 16, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JAMIE LAI, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER PREPARED BY: COLIN TSUI, P.E., ASSOCIATE CIVIL ENGINEER SUBJECT: AWARD A PROFESSIONAL SERVICES AGREEMENT FOR THE SAVI
RANCH PARKWAY WIDENING AND CONNECT SAVI RANCH PROJECT
TO MONUMENT RIGHT OF WAY
RECOMMENDATION
It is recommended that the City Council approve a professional services agreement with Monument Right of Way for $93,500 for the Savi Ranch Parkway Widening and Connect Savi Ranch Project, in addition to a $14,025 contingency.
BACKGROUND
The Savi Ranch Parkway Widening Project will add a left-turn lane from Savi Ranch Parkway onto Yorba Linda Boulevard and make other traffic flow improvements. The project will create multi-use paths and bikeways linking to the Santa Ana River Trail. These improvements require property acquisitions and temporary construction easements.
DISCUSSION
The City issued a Request for Proposals for professional right-of-way services to on-call municipal and survey consultants and the public QuestCDN network. Monument Right of Way and Paragon Partners submitted proposals. Monument Right of Way is recommended for its strong experience negotiating with large corporations and because its proposal best addressed the project’s right-of-way needs.
FISCAL IMPACT
Sufficient funding for the agreement is available in the Capital Improvement Program. The Right-of-Way phase has been awarded federal and OCTA funding for acquisition and temporary construction easements.
S A V I R A N C H P A R K W A Y W I D E N I N G A N D C O N N E C T S A V I R A N C H
P R O J E C T R I G H T O F W A Y S E R V I C E S
P a g e | 2
Savi Ranch Parkway Widening Right of Way Grant Summary
Grant Amount City Match
Federal Complete Streets $660,000 $90,000
OCTA $1,601,700 $533,900
Total $2,261,700 $623,900
ALTERNATIVES
Do not award the contract and provide alternative direction, The right of way phase must be completed by June 2026, or the federal funding may be canceled.
ATTACHMENTS
1. Attachment 1 – Right of Way Needs Map
2. Attachment 2 – Monument Right of Way (Agreement)
WPM
X X
X
X X X X X X X
X
X
X
X X
X X X X
ER ER ER
U
PIPE
PIPE
EASEMENT REQUIREMENTS FOR PETSMART, SPROUTS AND TACO BELL 40'
EXIST R/W TEMPORARY
CONSTRUCTION EASEMENT
PROPOSED EASEMENT FOR
PUBLIC STREET, DRAINAGE,
PUBLIC SERVICES AND
UTILITY EASEMENT
COUNTY OF
ORANGE EASEMENT
15' CITY OF YORBA LINDA
SEWER EASEMENT
OCFCD EASEMENT
30' OCSD UNDERGROUND
PUBLIC SEWER EASEMENT
25' YLWD
PIPELINE
EASEMENT
10' SCE EASEMENT
EXIST R/W
EXIST R/W
PROPOSED EASEMENT FOR
PUBLIC STREET, DRAINAGE,
PUBLIC SERVICES AND
UTILITY EASEMENT
PROPOSED EASEMENT
FOR PUBLIC STREET,
DRAINAGE, PUBLIC
SERVICES AND UTILITY
EASEMENT
TEMPORARY
CONSTRUCTION
EASEMENT
PROPOSED EASEMENT FOR
PUBLIC STREET, DRAINAGE,
PUBLIC SERVICES AND
UTILITY EASEMENT
EXIST R/W
TEMPORARY
CONSTRUCTION
EASEMENT
10' SCE EASEMENT
15' STORM DRAIN EASEMENT
PROPOSED EASEMENT FOR
PUBLIC STREET, DRAINAGE,
PUBLIC SERVICES AND
UTILITY EASEMENT
TEMPORARY
CONSTRUCTION EASEMENT
COUNTY OF
ORANGE EASEMENT
EXIST R/W
EXIST R/W
3.5± CITY OF YORBA LINDA
PUBLIC STREET, HIGHWAY,
DRAINAGE, LANDSCAPING, PUBLIC
SERVICES & UTILITY EASEMENT
PARCEL LINE
10' SCE EASEMENT
30' OCSD UNDERGROUND
PUBLIC SEWER EASEMENT
APN
352-112-03
352-112-04
352-113-01
352-113-02
352-117-01/02/03
2,935
4,675
3,035
6,540
195
ROADWAY
AND UTILITY
EASEMENT
TEMPORARY
CONSTRUCTION
EASEMENT
14,235
12,050
5,740
11,140
2,825
17,380 45,990
SQ FT SQ FT
LEGEND:
ROADWAY AND UTILITY PUBLIC EASEMENT
TEMPORARY CONSTRUCTION EASEMENT
PLOTTED ON: October 20, 2025
PROPOSED EASEMENT FOR
PUBLIC STREET, DRAINAGE,
PUBLIC SERVICES AND
UTILITY EASEMENT
TEMPORARY
CONSTRUCTION EASEMENT
PETSMART
STAPLES
SPROUTS
TACO BELL
CHICK-FIL-A
APN: 352-112-04
APN: 352-112-03
APN: 352-113-02
APN: 352-117-01/02/03
APN: 352-117-04
APN: 352-113-01
EASEMENT REQUIREMENTS FOR PETSMART, SPROUTS AND TACO BELL 40'
EXIST R/W TEMPORARY
CONSTRUCTION EASEMENT
PROPOSED EASEMENT FOR
PUBLIC STREET, DRAINAGE,
PUBLIC SERVICES AND
UTILITY EASEMENT
COUNTY OF
ORANGE EASEMENT
15' CITY OF YORBA LINDA
SEWER EASEMENT
OCFCD EASEMENT
30' OCSD UNDERGROUND
PUBLIC SEWER EASEMENT
25' YLWD
PIPELINE
EASEMENT
10' SCE EASEMENT
EXIST R/W
EXIST R/W
PROPOSED EASEMENT FOR
PUBLIC STREET, DRAINAGE,
PUBLIC SERVICES AND
UTILITY EASEMENT
PROPOSED EASEMENT
FOR PUBLIC STREET,
DRAINAGE, PUBLIC
SERVICES AND UTILITY
EASEMENT
TEMPORARY
CONSTRUCTION
EASEMENT
PROPOSED EASEMENT FOR
PUBLIC STREET, DRAINAGE,
PUBLIC SERVICES AND
UTILITY EASEMENT
EXIST R/W
TEMPORARY
CONSTRUCTION
EASEMENT
10' SCE EASEMENT
15' STORM DRAIN EASEMENT
PROPOSED EASEMENT FOR
PUBLIC STREET, DRAINAGE,
PUBLIC SERVICES AND
UTILITY EASEMENT
TEMPORARY
CONSTRUCTION EASEMENT
COUNTY OF
ORANGE EASEMENT
EXIST R/W
EXIST R/W
3.5± CITY OF YORBA LINDA
PUBLIC STREET, HIGHWAY,
DRAINAGE, LANDSCAPING, PUBLIC
SERVICES & UTILITY EASEMENT
PARCEL LINE
10' SCE EASEMENT
30' OCSD UNDERGROUND
PUBLIC SEWER EASEMENT
APN
352-112-03
352-112-04
352-113-01
352-113-02
352-117-01/02/03
2,935
4,675
3,035
6,540
195
ROADWAY
AND UTILITY
EASEMENT
TEMPORARY
CONSTRUCTION
EASEMENT
14,235
12,050
5,740
11,140
2,825
17,380 45,990
SQ FT SQ FT
LEGEND:
ROADWAY AND UTILITY PUBLIC EASEMENT
TEMPORARY CONSTRUCTION EASEMENT
PLOTTED ON: October 20, 2025
PROPOSED EASEMENT FOR
PUBLIC STREET, DRAINAGE,
PUBLIC SERVICES AND
UTILITY EASEMENT
TEMPORARY
CONSTRUCTION EASEMENT
Mirage St
Savi Ranch Pkwy
Yorba Linda Blvd
Old Canal Rd
NORTH
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..................................................................................5 ARTICLE VI TERMINATION.......................................................................................................................6 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS..........................................7 ARTICLE VIII RETENTION OF RECORD/AUDITS.....................................................................................7 ARTICLE IX AUDIT REVIEW PROCEDURES............................................................................................7 ARTICLE X SUBCONTRACTING...............................................................................................................9 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES..................................10 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........................15 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION.......................................................16 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION.......................17 ARTICLE XIX INSURANCE AND INDEMNIFICATION..............................................................................17 ARTICLE XX FUNDING REQUIREMENTS AND INDEMNIFICATION ......................................................21 ARTICLE XXI CHANGE IN TERMS..........................................................................................................22 ARTICLE XXII CONTINGENT FEE...........................................................................................................23 ARTICLE XXIII DISPUTES .......................................................................................................................23 ARTICLE XXIV INSPECTION OF WORK .................................................................................................23 ARTICLE XXV SAFETY............................................................................................................................23 ARTICLE XXVI OWNERSHIP OF DATA ..................................................................................................24 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR ..................24 ARTICLE XXVIII CONFIDENTIALITY OF DATA.......................................................................................24 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION..........................................25 ARTICLE XXX EVALUATION OF CONSULTANT....................................................................................25
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ARTICLE XXXII TITLE VI ASSURANCES................................................................................................26 APPENDIX A..........................................................................................................................................26 APPENDIX E..........................................................................................................................................28 ARTICLE XXXIII NOTIFICATION..............................................................................................................28 ARTICLE XXXIV CONTRACT ..................................................................................................................29 ARTICLE XXXV MISCELLANEOUS ........................................................................................................29 CITY OF YORBA LINDA ........................................................................................................................31
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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:
MONUMENT
Incorporated in the State of California
The Project Manager for the “CONSULTANT” will be Daniela Borbe. 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 October 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, 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.
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.
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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 property appraisals and negotiations for acquisitions of partial right of way acquisition and temporary construction easements. Consultant shall provide services in accordance with Caltrans Local Assistance Procedures Manual Chapter 13, Right of Way, including an appraisal review performed by an individual independent of the appraisal process. Scope of services shall be pursuant to the City’s Request for Proposals dated October 9, 2025.
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.
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
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Agreement | 5
that will need to be considered in the evaluation of environmental impacts.
C. Subsurface Investigations
Not Applicable to this AGREEMENT
D. 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.
E. 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.
F. 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.
G. 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 December 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 upon completion of the project, 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.
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
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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 $93,500. 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:
Rick Yee
City of Yorba Linda
4845 Casa Loma Avenue,
Yorba Linda, CA 92886
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $93,500.
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, 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.
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B. LOCAL AGENCY may temporarily suspend this AGREEMENT, 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, 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.
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
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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.
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. 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 discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, 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 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
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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. 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 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
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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 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:
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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 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.
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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 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
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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. 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
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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
H. 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 other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project which will follow.
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
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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.
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,
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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 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:
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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 The provisions of this Article have been deleted in its entirety.
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,
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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. 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
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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, 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: Professional Right of Way Services for the Savi Ranch Parkway Widening and Connect Savi Ranch PRoject. 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 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.
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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 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,
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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 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 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 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, 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 sole or active negligence. The provisions of this Section 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.
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
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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 or members of the project team, 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 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. 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
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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 (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 be decided by a committee consisting of LOCAL AGENCY’s Contract Administrator and Director of Public Works, 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 the committee will excuse CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT.
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.
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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, and CONSULTANT shall have no property right therein whatsoever.
Immediately upon termination, 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 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
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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 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
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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.
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.
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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. 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.
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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).
ARTICLE XXXIII NOTIFICATION
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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:
MONUMENT
Daniela Borbe ,Project Manager
200 Spectrum Center Suite 300
Irvine, CA 92618
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, and perform the Services. 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, and perform the Services. 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 fees, assessments, and 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 fees, assessments, 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 terms of this Agreement shall be construed in accordance with the meaning of the language used
Professional Services
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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]
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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:
PETER GRANT
CITY MANAGER
ATTEST:
__________________________________
Marcia Brown
City Clerk CONSULTANT:
__MONUMENT__________________
By: ________________________________
Signature: ________________________________
Title: ________________________________
_______________________________ By: ________________________________
Sunny Han Signature: ________________________________
City of Yorba Linda Finance Director
Title: ________________________________
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.
Amber Costello
President
Robert Morrison
Vice President
TASK QUANTITY UNIT COST TOTAL
PROJECT MANAGEMENT 80 hrs. $ 220 / hr. $ 17,600
PRELIMINARY TITLE REPORTS 4 $ 850 $ 3,400
APPRAISALS 4 $ 6,000 $ 24,000
APPRAISAL REVIEWS 4 $ 1,750 $ 7,000
ACQUISITION/NEGOTIATIONS 4 $ 7,500 $ 30,000
ESCROW COORDINATION 4 $ 1,000 $ 4,000
CERTIFICATION 1 $ 5,000 $ 5,000
ODCs (mileage, postage) $ 2,500
TOTAL $ 93,500
COST PROPOSAL
ASSUMPTIONS
1. Coordination to obtain required clearances and consents from existing utility easement holders can be provided for an additional fee.
2. Project management coordination includes one kickoff meeting and two monthly status meetings for a five-month duration.
3. Does not include fees for obtaining tenant consents or third-party acquisitions.
4. Escrow coordination is limited to 10 hours per parcel.
5. Documentation for utility clearance portion of certification to be provided by others.
6. Appraisal mapping and legals & plats to be provided by others.
7. 60 Day negotiating period from date of first written offer.
8. One offer package per impacted property/owner.
9. Does not contain fees for relocation services, condemnation support, utility coordination, or curative title services.
10. Appraisal fees assume no significant impacts to improvements or damages to remainder parcels.
CITY OF YORBA LINDA | Proposal for Professional Right-of-Way Services on the Savi Ranch Parkway Widening/Connect Savi Ranch Project 127
PARKS AND RECREATION DEPARTMENT
DATE: DECEMBER 16, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: MIKE KUDRON, DIRECTOR OF PARKS AND RECREATION
PREPARED BY: VALERIE PASSARELLA, RECREATION SUPERVISOR
SUBJECT: CULTURAL ARTS CENTER THEATER AUDIO-VISUAL TECHNICIAN
RECOMMENDATION
It is recommended that the City Council award a contract for Cultural Arts Center Theater audio-visual technician services to Sterling OC Enterprises, LLC for an amount not to exceed $100,000
BACKGROUND
The Virginia De Land Theater at the Cultural Arts Center hosts a variety of special events including plays, concerts, recitals, ceremonies, and seminars. Since opening in 2020, the Cultural Arts Center has contracted for audio-visual (AV) technician services.
Theater rentals with theatrical lighting and sound system support are required to work with City-contracted AV technicians and billed at an hourly rate. Requiring a City-contracted AV technician ensures the City’s equipment is used properly and that the productions are high quality.
DISCUSSION
City requested proposals from qualified AV firms and received three proposals:
Bidder Hourly Rate
Live Ten Media Services $55 for City events
$60 for rentals
Reason Productions $70 for all events
Sterling OC Enterprises, LLC $50 for all events
Staff reviewed all bids and rated each proposal based on the RFP rating criteria. Sterling OC Enterprises received the highest rating and is recommended.
CULTURAL ARTS CENTER THEATER AUDIO-VISUAL TECHNICIAN
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Sterling OC Enterprises has provided AV technician services at the Virginia De Land Theater since 2020 and has demonstrated a strong understanding of the City’s operational needs.
FISCAL IMPACT
Sufficient funds are available in the Parks and Recreation budget. Private rentals pay their AV needs.
ALTERNATIVES
Do not approve the contract and provide alternative direction.
ATTACHMENTS
1. Request for Proposal (RFP) for Theater Audio-Visual Technician Services at the Yorba Linda Cultural Arts Center
2. Sterling OC Enterprises – Theater Audio-Visual Technician Services Professional Services Agreement
REQUEST FOR PROPOSALS
Theater Audio-Visual Technician
RFP Circulation Date:
September 29, 2025
Proposals Submission Deadline:
No later than 5:00 p.m., Wednesday, November 5, 2025
City of Yorba Linda
Parks & Recreation Department
4845 Casa Loma Avenue
Yorba Linda, California 92886
· RFP ·Theater Audio-Visual Technician Page | 2
City of Yorba Linda · Request for Proposals
Theater Audio-Visual Technician
TABLE OF CONTENTS
PAGE
A. BACKGROUND................................................................................................................. 3 B. PROPOSAL SCHEDULE.................................................................................................. 3 C. RFP INQUIRIES.................................................................................................................. 3 D. SCOPE OF SERVICES .................................................................................................... 3 E. EQUIPMENT ....................................................................................................................... 5 F. PROCEDURE FOR SUBMITTING PROJECT PROPOSALS ......................................6 G. PROPOSAL REQUIREMENTS…………………………………………………………..6
H. SELECTION CRITERIA……………………………………………………………………7
I. GENERAL INFORMATION………………………………………………………………..8
J. INSURANCE REQUIREMENTS………………………………………………………….8
K. PAYMENT INFORMATION ………………………………………………..……………..8
APPENDIX A: Model Professional Services Agreement ......................................................10 APPENDIX B: Proposal Worksheet ....................................................................................32 APPENDIX C: Certification of Proposal to the City of Yorba Linda .................................... 34
· RFP ·Theater Audio-Visual Technician Page | 3
City of Yorba Linda · Request for Proposals
Theater Audio-Visual Technician
A. BACKGROUND
The City of Yorba Linda Parks and Recreation Department is interested in contracting with an experienced and specialized audio-visual firm to provide stage, light, and sound production for City and facility rental events held at the Virginia De Land Theater at the Yorba Linda Cultural Arts Center, a 3330 square-foot black box theater. The required services and conditions are specified in the Scope of Work.
Throughout the year, the Parks and Recreation Department hosts various musicals, concerts, plays, recitals, lectures, and other performances at the Virginia De Land Theater.
The detailed scope of services is found in Section D of this RFP.
B. PROPOSAL SCHEDULE
Item Date
RFP Release Monday, September 29, 2025
Mandatory Job Walk Wednesday, October 22, 2025, at 10 a.m.
Yorba Linda Cultural Arts Center
(4802 Lakeview Avenue Yorba Linda, CA 92886)
Pre-Proposal Request for Clarifications Due Monday, October 27, 2025, at 8 a.m.
Proposal Due Date Wednesday, November 5, 2025, at 5 p.m.
Interviews (Tentative) Week of November 17, 2025
Approval of Contract (Tentative) Tuesday, December 2, 2025 Contract Start January 1, 2026
Responses to this RFP are to be received no later than 5:00 p.m. on Wednesday, November 5, 2025 to the Parks and Recreation Department, located at 4845 Casa Loma Avenue, Yorba Linda, CA 92886. Details of full submittal requirements are detailed in Section G of the RFP. It is the sole responsibility of the proposing firm to ensure that proposals are received prior to the closing time as late bids and non-responsive bids will not be accepted. Responses must conform to the requirements of this Request for Proposal (“RFP”). The City reserves the right to waive any irregularity in any proposal or to reject any proposal which does not comply with this RFP.
Modifications to the RFP, including, but not limited to the scope of work, can be made only by written addenda issued by the City. Selection of the firm will be made solely by the City on criteria determined by the City. By submitting a project proposal, the firm agrees to all of the terms of the RFP, unless exceptions to the RFP or Agreement are stated by the firm in its project proposal.
The successful firm will also be required to enter into an Agreement (See Appendix A) which include the requirements of this RFP.
C. RFP INQUIRIES
All inquiries, questions, and requests for information related to this Request for Proposals should be directed to Valerie Passarella, Recreation Supervisor, via email at [email protected]. Questions related to the RFP may only be submitted by email and will only be accepted through 5:00 p.m. on Monday, October 27 at 8 a.m.
D. SCOPE OF SERVICES
The selected vendor will be expected to provide comprehensive audio, visual, and theatrical lighting technician services to support productions, rentals, and special events at the Virginia
· RFP ·Theater Audio-Visual Technician Page | 4
De Land Theater at the Yorba Linda Cultural Arts Center. The vendor will provide the labor necessary to provide adequate AV technician services, in most cases, the expectation would be two AV Technicians per show/event. The scope of services to be provided by the selected firm shall include, but is not limited to:
1. Event Coverage
a. From a written schedule of events furnished by the City, schedule two AV technicians coverage for all scheduled events.
b. Participate in pre-planning and production meetings with the City and/or organizations renting the facility as needed.
c. Collaborate with directors, stage managers, event organizers, and rental clients to meet technical requirements.
d. Provide rental of additional sound and lighting equipment not owned by the City. Bill the City or third-party organization as needed.
2. Audio Support:
a. Operate and maintain sound systems for performances, rehearsals, and events.
b. Ensure proper microphone selection, placement, and monitoring. c. Conduct sound checks and provide live audio mixing during performances. d. Manage playback of pre-recorded music, effects, and cues. e. Troubleshoot sound equipment and ensure minimal downtime during events.
3. Lighting Support:
a. Execute lighting designs for plays for theatrical productions and other theater activities using DMX lighting control system and various lighting fixtures (ex.
Ellipsoidals, LED PARs, intelligent lights, etc.).
b. Perform pre-show hang, focus, and cueing in coordination with production team. A lift will be utilized for accessing lights mounted to pipe grid. c. Ensure lighting plots and cues are executed consistently across performances. d. Install and de-install additional lighting for productions and reposition lighting as needed,
4. Visual and Projections Support
a. Operate projectors, screens, cameras, and video playback systems as needed.
b. Assist with setup of video presentations, live feeds, etc. c. Ensure smooth integration of video elements with sound and lighting cues. d. Install and de-install theatrical drapes as needed.
5. Technical Oversight
a. Conduct setup, signal testing, calibration, and breakdown of AV systems before and after each event. Equipment may include stage monitors, lighting fixtures (ex. LED pars, ellipsoidals, intelligent lights), video playback systems and control interfaces.
b. Troubleshoot and resolve real-time audio, lighting, and video issues, including but not limited to feedback elimination, channel patching, signal routing and projection alignment.
c. Perform routine system maintenance and provide recommendations for repairs, replacements, or upgrades aligned with current performance standards (e.g. firmware updates, cable replacements, lamp replacements, etc.).
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d. Notify designated City staff of equipment malfunction, failure, damage, and/or deficiencies in writing immediately upon discovery. e. Provide occasional cross-training sessions to designated City staff including basic signal flow, power-on sequences, emergency shutdown procedures, and system reset.
f. Maintain all AV equipment in working condition and ensure all equipment is properly stored following each event.
g. Provide input on capital improvements, upgrades, and technical planning. h. Ensure all operations comply with safety standards and venue policies.
6. Administrative Requirements
a. Maintain detailed records of time spent working events, including employee sign in/out sheets.
b. Have personnel available to work events Monday-Sunday. c. Ensure AV technicians provided will have the necessary training, ability, and skills to perform all required duties.
d. Ensure AV technicians provided will have a professional appearance and company-issued shirt and badge.
e. Ensure AV technicians shall conduct themselves in a professional, respectful manner when interacting with the public or City staff.
f. Submit monthly itemized invoices to City staff.
E. EQUIPMENT
Some of the AV equipment utilized in the Virginia De Land Theater and the Cultural Arts Center are listed below. All equipment is subject to change.
Audio Equipment
• Mixing Console (e.g., 32-channel digital mixing board) • Stage Snake / Digital Stage Box
• Power Amplifiers (various wattages)
• Main PA Speakers
• Subwoofers
• Stage Monitors (floor wedges or in-ear monitor system) • Wireless Microphones (handheld, lavalier, headset)
• Wired Microphones (dynamic and condenser; vocal and instrument) • DI Boxes (direct input boxes)
• Playback Device (computer, tablet, or audio playback system) Visual/Projection Equipment
• Projection Screen
• Video Switcher / Scaler
• Media Server or Playback Computer (for video and projection mapping) • Cameras
• Cabling (HDMI, SDI, VGA, adapters, distribution amplifiers) Lighting Equipment
• Lighting Console (digital/programmable, with cue stack capabilities) • Dimming Racks or DMX Control System
• Conventional Fixtures (e.g. ellipsoidals, PARs)
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• Intelligent Fixtures (moving heads, LED washes, color-changing fixtures) • Lighting Accessories (barn doors, gobos, gel frames, safety cables) • Rigging Equipment (pipes, battens, side booms, clamps) • House Lighting System (integrated with control, if applicable) • Power Distribution (dimmer packs, DMX splitters, power cables) Support & Miscellaneous
• Intercom / Headset Communication System
• Stage Management (Overflow to other rooms/backstage)
• Stage Monitors (video relay or confidence monitors)
• Stage drapery, including cyclorama
• Scissor lift
• Assistive Listening transmitters
• HDMI/VGA/Audio Media Input Plate (auxiliary)
F. PROCEDURE FOR SUBMITTING PROJECT PROPOSALS
Proposals must be received at City Hall no later than 5:00 P.M. on Wednesday, November 5, 2025. Proposals received in the mail after this specified date and time, regardless of the date of their postmarks, will be rejected. Proposals must address the requirements of the RFP in the exact order set forth in Section G.
• Proposals may:
o Be submitted in a sealed envelope clearly marked “City of Yorba Linda Theater Audio-Visual Technician Proposal”
The envelope must be addressed as follows:
City of Yorba Linda
Attn: Parks and Recreation Department
4845 Casa Loma Avenue
Yorba Linda, CA 92886; or
o Be emailed to Valerie Passarella at [email protected].
G. PROPOSAL REQUIREMENTS
This section defines the proposal format to be used by respondents. All proposals shall be submitted in the format outlined below. Any proposal that does not, in the sole opinion of the City, comply with the requirements, may be rejected. The City of Yorba Linda will receive competitive proposals from firms having specific experience and qualifications in the areas identified in this RFP. Under competitive negotiation procedures, the terms of the service contract, the price of the service, the method of service delivery, and the conditions of performance are all negotiable. A contract will be awarded to the firm that best meets the proposed needs based on the selection criteria below, not necessarily based on the lowest price. The content and sequence of the information contained in each copy of the proposal shall be as follows:
1. Letter of Transmittal
Include your firm’s understanding of the work to be performed and a summary of your experience working in live theater or performance venue AV. In addition, state why your
· RFP ·Theater Audio-Visual Technician Page | 7
firm believes itself to be the best qualified to perform the services requested. Also, state the Management Contact (representative authorized to sign an agreement for your firm) and Project Manager (person responsible for day-to-day management of the project).
2. Project Team Description
Provide the name(s) of the Project Manager and the key personnel that will be assigned to the project, including their names and contact information. Include brief resumes for all team members, as well as their tenure with the firm.
3. Firm Experience
Provide background on the firm and its experience in providing theatrical audio-visual services and a brief explanation of how services will be delivered, including staffing and scheduling.
4. Cost
Complete the Proposal Worksheet (Appendix B). Proposals should include an hourly cost of the services to be provided. Any costs that would not be included in the “total hourly cost” of the proposal should be identified.
5. References
Each firm must list similar services performed (as the prime firm) for all similar organizations/entities in the last five years and when performed. Show names of organizations and names and telephone numbers of persons who can be contacted with regard to the services you have provided. In addition, list all similar public agencies for which contracts were terminated in the last three years. Firms may provide a brief explanation of the reason(s) for termination(s).
6. Certification of Proposals
Return a copy of the entire completed certification properly executed as provided for in Appendix C. The proposal shall be signed and dated by the AV technician service and shall contain a statement that the proposed fee is valid for 90 days. Submission of a signed proposal will be interpreted to mean that the consultant has thereby agreed to all terms and conditions set forth in this Request for Proposal. Any proposal may be withdrawn, either personally, by written request, or by confirmed telephone request, at any time prior to the designated due date.
H. SELECTION CRITERIA
Firms meeting the mandatory elements will have their proposals evaluated and scored. An oral interview may be scheduled to help facilitate the selection of the AV technician service. In addition to the quality of the proposal in terms of completeness and responsiveness to the RFP, the following criteria will be used for company selection:
1. Mandatory Elements
o The firm has no conflict of interest with regard to any other work performed by the firm for the City.
o The firm is independent and properly licensed to practice in California. o The firm adheres to the instructions in this RFP on preparing and submitting the proposal.
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o The firm included a Letter of Transmittal, Proposal Worksheet (Appendix B), and Certification of Proposals (Appendix C) in the Project Proposal.
2. Qualitative Evaluation
o Experience of Company and Personnel Twenty-five percent (25%) a. Experience working effectively with municipal governments, primarily pertaining to City staff and the public.
b. Experience, training background, and qualifications of personnel. o Past Performances Twenty-five percent (25%)
a. Past record of performance on contracts with other government agencies or public bodies, including compliance with contract terms and conditions. b. Quality of company’s reference checks.
o Cost of Services Fifty percent (50%)
a. Ability to provide the requested services at a fair and reasonable price to the City.
I. GENERAL INFORMATION
1. This Request for Proposal does not commit the City to the award of a contract or to pay any costs incurred by the AV technician service offering professional services in the preparation of a proposal or related costs. Companies submitting proposals are cautioned against incurring costs in anticipation of an award.
2. All data, documents, and other products used or developed as part of this process shall become the property of the City.
3. The City reserves the right to accept or reject any and all proposals.
4. No sub-consultants shall be allowed for this project.
5. The selected company will be required to enter into an agreement with the City of Yorba Linda in substantially the same form as set forth in Appendix A. The period of the agreement will be two (2) years, with the option to extend the agreement for three (3) additional one (1) year periods upon mutual approval between the City and company.
J. INSURANCE REQUIREMENTS
The selected company shall immediately furnish certificates of insurance to City evidencing the insurance coverage required, as stated in the attached Professional Services Agreement (Appendix A), prior to the commencement of performance of services. All certificates and endorsements should list the City’s proper name as follows: City of Yorba Linda. These certificates shall provide that such insurance shall not be terminated or expire without 30 days written notice to the City. In the event the selected company’s insurance certificates are not provided, City shall have no obligations to compensate the selected for work performed.
K. PAYMENT INFORMATION
The selected company shall accept the compensation, as indicated in the contract, as full payment for the services specified therein. No adjustments in payment resulting in an increased cost above the bid price quoted in the company's proposal will be accepted. All invoices shall be submitted monthly and contain a description and dates of services delivered. Invoices shall be