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HomeMy WebLinkAbout24P357 - Harris & Associates, Inc.CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Amendment No. 1 (A#1) to Agreement 24P357 Harris & Associates, Inc. Marcus Fuller, PE, PLS, MPA, Project Manager marcus.fuller@weareharris.com South Palm Canyon Drive Bridge Replacement at Tahquitz Creek Channel, City Project 12-02 $2,242,902.73 (includes this A#1 totaling $109,415.48) October 10, 2024 to April 9, 2027 On file Ehab Gerges, ehab.gerges@weareharris.com Marcus Fuller, marcus.fuller@weareharris.com Engineering Services Joel Montalvo / Juan Segoviano X1096 October 10, 2024, Item 1K 24P357 A#1 - July 21, 2025, Item 1J Yes Yes Yes Department N/A No A#1 is attached. N/A 07/23/2025 Vonda Teed Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 55575.18100\42913029.1 Page 1 of 3 (BB&K 2024) AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT 24P357 SOUTH PALM CANYON DRIVE BRIDGE REPLACEMENT AT THE TAHQUITZ CREEK CHANNEL FEDERAL-AID PROJECT NO. BRLS-5282(042) CITY PROJECT NO. 12-02 BETWEEN THE CITY OF PALM SPRINGS AND HARRIS & ASSOCIATES, INC. 1. Parties and Date. This Amendment No. 1 to the Professional Services Agreement 24P327 is made and entered into as of this 21st day of July, 2025, by and between the City of Palm Springs (“City”) and Harris & Associates, Inc., a California corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. City and Consultant have entered into an agreement entitled “Professional Services Agreement 24P357, South Palm Canyon Drive Bridge Replacement at the Tahquitz Creek Channel, Federal-Aid Project No. BRLS-5282(042), City Project No. 12-02” dated October 10, 2024 (“Agreement”) for the purpose retaining the services of Consultant to provide comprehensive construction management, survey, material testing and inspection services in an amount not to exceed $2,133,487.25 and a term of October 10, 2024 to April 9, 2027. 2.2 Amendment Purpose. City and Consultant now desire to amend the Agreement to provide additional construction comprehensive construction management, survey, material testing and inspection services for increased compensation of $109,415.48. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 1.8 Additional Services of the Agreement. 3. Terms. 3.1 Section 1.1 Scope of Services of the Agreement is hereby amended to read as follows: The additional services identified in the Consultant’s letters dated June 17, 2025 and June 25, 2025, included herewith as Attachment 1, are hereby incorporated into Exhibit “A” of the Agreement. 3.2 Section 2.1 Maximum Contract Amount of the Agreement is hereby amended to add the following: Compensation of this Agreement is increased by $109,415.48 and shall not exceed the maximum contract amount of $2,242,902.73 (“Maximum Contract Amount”). Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 55575.18100\42913029.1 Page 2 of 3 (BB&K 2024) 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.5 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 55575.18100\42913029.1 Page 3 of 3 (BB&K 2024) SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT 24P357 BETWEEN THE CITY OF PALM SPRINGS AND HARRIS & ASSOCIATES, INC. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below. HARRIS & ASSOCIATES, INC.: By: _______________________________________By: _________________________________________ Signature Signature (2nd signature required for corporations) Date:Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 07/21/2025 Item No. 1J APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 7/28/2025 7/28/2025 7/28/2025 800 North Haven Avenue, Suite 390, Ontario, CA 91764  p: 800.827.4901  www.WeAreHarris.com June 17, 2025 Francisco Jaime, PE Joshua Nickerson, PE Principal Engineer Consulting Engineer City of Palm Springs NAI Consulting 3200 E. Tahquitz Canyon Way 68955 Adelina Road Palm Springs, CA 92262 Cathedral City, CA 92234 RE: South Palm Canyon Drive Bridge Replacement at Tahquitz Creek City Project No: 12-02, Federal Project No. BRLS-5282(042) Harris & Associates Construction Management Services Budget Amendment #1 Request - Updated Dear Mr. Jaime and Mr. Nickerson: We are submitting herewith a request to amend the budget for Construction Management and related services as provided for in our contract services agreement; this request constitutes our Budget Amendment #1 Request. This request results in an increase of $99,035 to the current contract amount of $2,133,487.25 for a new contract amount of $2,232,522.25. Specifically, the increase is to account for a new Other Direct Cost (ODC) for our subconsultant AIX to facilitate their payment to the International Union of Operating Engineers Local 12 (IUOE) additional fringe benefits in the amount of $34.15 per hour for each hour that the AIX Inspector (Alfredo Delgado) is dispatched via the IUOE to this project pursuant to the terms and conditions of the Community Workforce Agreement (CWA) approved by the City of Palm Springs that is applicable to work covered by the CWA on this project. During the solicitation process to secure the construction management services for this project, the City confirmed that the City’s CWA did apply to the project and that Construction Inspector(s) are a covered craft under the CWA. However, at the time we prepared our Caltrans 10-H1 Cost Proposal Forms for Harris & Associates and our subconsultant, AIX, it was not confirmed if and to what extent the IUOE would agree that the roadway and structures inspections to be performed by AIX’s employee, Alfredo Delgado, would require dispatching via IUOE. The contract as audited by Caltrans and approved by the City identifies the direct hourly rate to be paid by AIX to Alfredo Delgado, and for this contract AIX is using the Safe Harbor Rate of 90% for the field inspections. The Caltrans 10-H1 Cost Proposal Form incorporated into the contract accounts for Alfredo’s 2,900 of hours with a fully burdened cost (@ 90% OH rate plus 10% fixed fee) of $567,816.30. An ODC for assigned vehicle @ $1,250 per month for 19 months of $23,750 is included for a total AIX subcontract cost of $591,566.30. We initially coordinated with the City’s CWA Administrator (Katie Rich of The Solis Group) regarding applicability of the CWA to our Construction Management Services on March 12, 2025. On April 1, 2025, a virtual meeting was held with our team, The Solis Group, and IUOE representatives, to discuss and confirm applicability of the CWA to the field inspections to be performed by AIX on this project. As a result, IOUE confirmed they would require Alfredo Delgado, an employee of AIX, to be dispatched via IUOE to the project. Moreover, given the applicability of the CWA to field inspection services performed by AIX, IUOE is requiring that AIX pay additional fringe benefits on behalf of Alfredo Delgado into the IUOE because of the CWA’s applicability of these services as “covered work.” Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 2 Specifically, IUOE is requiring AIX to pay the total of $34.15 per hour for various fringe benefits into IUOE trust accounts in addition to the fringe benefits already being paid to Alfredo Delgado by AIX as its employee. As a matter of information, AIX is currently paying $20.97 per hour to Alfredo Delgado for health insurance, 401k retirement benefits and equivalent PTO accruals. AIX has entered into a Trust Agreement with IUOE to facilitate their payment of additional fringe benefits to IUOE monthly during construction applicable to each hour Alfredo Delgado works on this project. Accordingly, AIX will now have a new ODC of $34.15 for these additional fringe benefits paid into the IUOE trust account applicable to the 2,900 budgeted hours for Aldredo’s inspection during construction. This amounts to a new total ODC of $99,035. I have included copies of the relevant invoices and forms with IUOE requiring AIX to make the monthly fringe benefit payments. As IUOE will continue to generate and issue these invoices to AIX, we respectfully request the City’s advance approval of this new ODC and authorization for AIX to make these payments with an understanding that formal City approval will be required. Also included is a revised Cost Proposal 10-H1 Form (Revision #1) for AIX adding the new ODC of $99,035 related to fringe benefit payments into the IUOE Trust Account as required by the CWA, increasing AIX’s budget to $690,601.30. Also included herewith is a revised Cost Proposal Form (Revision #7) for Harris & Associates that identifies the adjusted budget for AIX and the overall increased budget for the contract 1. If you have any questions regarding the nature of our Budget Amendment #1 Request, please let us know at your earliest opportunity. We appreciate the opportunity to continue partnering with the City on delivering this project. Sincerely, Marcus Fuller, PE, PLS, MPA Project Manager 760.217.3460 | Marcus.Fuller@WeAreHarris.com With copy to: AIX Project Files – CAT 5 1 The 10-H1 Form (Revision 7) reflects a total of $2,232,389.74 which is slightly less than the requested increased contract amount of $2,232,522.25 due to adjustments with hours of new and existing staff reflected on prior revisions of the 10-H1 Form. Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 AIX Consulting, Inc. 235 E Broadway, Suite 960 Long Beach, CA. 90802 www.aix.group aixmail@aix.group T: 626.734.7447 April 10, 2025 CWA Administrator City of Palm Springs Attn: Procurement & Contracting 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 Subject: Community Workforce Agreement - Letter of Assent City Project No. 12-02, South Palm Canyon Drive Bridge Replacement at the Tahquitz Creek Channel Project Dear Sir/Madame, This is to confirm that AIX Consulting, Inc. agrees to be party to and bound by the City of Palm Springs Community Workforce Agreement effective April 10, 2025 as such Agreement may, from time to time, be amended by the negotiating parties or interpreted pursuant to its terms. Such obligation to be party and bound by this Agreement shall extend to all work covered by the agreement undertaken by this Company on the project and this Company shall require all of its contractors and subcontractors of whatever tier to be similarly bound for all work within the scope of the Agreement by signing and furnishing to you an identical letter of assent prior to their commencement of work. Sincerely, Robert Delgado Principal AIX Consulting, Inc. O. 626.734.7447 M. 714.640.7168 E. robert@aix.group Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 1 New PLA Employer Information EMPLOYER INFORMATION Employer Name: Company Tax ID: Employer OEID: Agreement Code: Company Address-City-State-Zip: Project Name: (Select) I have hours to report from the Project Effective Date. I have no hours to report from the Project Effective Date, work will commence: (Enter month work will commence) I hereby confirm the above information is correct and understand all reporting obligations to the Operating Engineers Trust Funds Local 12 Signature: Authorized Company Representative Title Date Please return the completed form to Mabel Pichardo at MPichardo@oefi.org Reporting/Payment of Employer Contributions • Contributions are due and payable on the 10th day of each month for all hours worked by and/or paid to each covered employee during the prior calendar month. • Contributions are considered delinquent if payments and reports are received after the 20th of the month. If the 20th falls on a weekend or holiday, contributions are delinquent if not received the next business day. • Most agreements provide for liquidated damages equal to 10% of the delinquent contributions or $25.00, whichever is greater. • Employers who fail to pay contributions and/or submit reports on or before the due date will appear on the monthly Delinquency List published by the Employer Accounting Department. • If an Employer Report form is unfunded contact the Employer Accounting Dept. immediately at (626)356-1000 ext. 8824. • For new employees, please add: Last Name, First Name Initial, Middle Initial, and Social Security Number, with the total hours worked in the reporting month. • If the new employee is an Apprentice, contact the Employer Accounting Dept. (626)356-1000, Select Option 2 & Select Option 1. • Please note that different PLA project hours must be reported on a separate Employer Report Form. Subcontracting • Employers may not subcontract to Self-Employer or Owner-Operators for any work covered by the agreement. • Employers may hire a Self-Employer or Owner-Operators, but must be put on the payroll, and become bona fide employees, of the signatory employer. The signatory employer must pay contributions on behalf of such employees in the same manner as it pays contributions on behalf of its other employees who perform work covered by the agreement. • Employer must ensure subcontractors comply with the PLA obligations, in regards to payment of Fringe Benefit Contributions. AIX Consulting, Inc.87-0968772 235 E Broadway St, Ste 960, Long Beach, CA 90802 COPS S Palm Canyon Dr Bridge 926416 PLC X 5/13/25Principal Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 2 New PLA Employer Information Compliance Audits • The employer’s business records are subject to periodic compliance audits to determine whether contributions have been made properly. • Upon written request, the employer will make all records for audit available to an authorized Trust Fund representative. • An employer who refuses to permit an audit by an authorized Trust Fund representative shall be considered delinquent to the Trusts Funds, and will appear on the monthly Delinquency List promulgated by the Employer Accounting Department. • All Certified Payroll Reports must be retained, including the work periods of non-performance. Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 1 Portal Administrator Authorization EMPLOYER INFORMATION Employer Name: Company Tax ID:: Employer OEID: Company Address-City-State-Zip: Portal Administrator Name: Portal Administrator Title: Portal Administrator Email: Portal Administrator Phone: Portal Administrator Fax: I hereby authorize the above named Portal Administrator to access the employer self-service portal for purpose of submitting monthly employer remittances to the IUOE Local 12 Trust Fund. Signature: Authorized Company Officer Title Date Print Name Officer’s Email Officer’s Telephone Please return the completed form to Mabel Pichardo at MPichardo@oefi.org If you have any questions, please call (626)356-1000 x8823 • Your company’s Portal Administrator should be someone who will be responsible for the security and implementation of adding authorized users within your company. • Once the completed form is received, your company’s Portal Administrator will receive an email with a unique invite code and will have access to both Quick Start Up and User Guides. • News and Information located on the home screen, after login, has useful information for first time users. AIX Consulting, Inc.87-0968772 926416 235 E Broadway St, Ste 960, Long Beach, CA 90802 Bianca Caldito-Velasco Accounts Receivable Manager bianca@aix.group +1 858-603-0691 N/A 5/13/25 Robert Delgado robert@aix.group Principal 714-640-7168 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Note: Mark-ups are Not Allowed Prime Consultant Subconsultant 2nd Tier Subconsultant Consultant Project No. Contract No. Date DIRECT LABOR Hours 2900 LABOR COSTS (a) Subtotal Direct Labor Costs (b) Anticipated Salary Increases (see page 2 for calculation) (c) Total Direct Labor Costs [(a) + (b)] INDIRECT COSTS (d) Fringe Benefits Rate 0.00%(e) Fringe Benefits [(c) x (d)] (f) Overhead & G&A Rate 90.00%(g) Overhead [(c) x (f)] (h) General & Admin Rate 0.00%(i) Gen & Admin [(c) x (h)] (j) Total Indirect Costs [(e) + (g) + (i)] FIXED FEE (k) Total Fixed Fee [(c) + (j)] x fixed fee 10%] CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit 19 Months 2900 Hours (l) Total Other Direct Costs SUBCONSULTANTS’ COSTS (Add additional pages if necessary) (m) Total Subconsultants' Costs n) Total Other Direct Costs including Subconsultants [(l) + (m)] TOTAL COST [(c) + (j) + (k) + (n)] NOTES: (Design, Engineering and Environmental Studies) Cost-Plus-Fixed Fee or Lump Sum or Firm Fixed Price Contracts $ 266,800.00 $ - TotalActual Hourly Rate AIX Consulting, Inc. BRLS-5282(042) 92.00$ $ - Vehicles Union Hall Fringe Benefit Payments pursuant to CWA Name Alfredo Delgado Classification/Title Project Engineer (Roadway/Structrures) 244,514.20$ 51,619.66$ AIX Cost Proposal (Revision #1) Total $ 23,750.00 $ 99,035.00 271,682.44$ 266,800.00$ 4,882.44$ $ - Unit Cost 1,250.00$ 34.15$ 3. Anticipated salary increases calculation (page 2) must accompany. Subconsultant 1: Subconsultant 2: $ - $ - $ - 690,601.30$ 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. -$ 244,514.20$ -$ 122,785.00$ 6/17/2025 Subconsultant 3: 122,785.00$ -$ Description of Item Page 1 of 3 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Avg Hourly Rate = $92.00 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Year 1 +=$96.60 Year 2 +=$101.43 Year 3 +=$106.50 Year 4 +=$111.83 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Total Hours Per Year Year 1 *=1838.6 Esimated Hours Year 1 Year 2 *=1061.4 Esimated Hours Year 2 Year 3 *=0 Esimated Hours Year 3 Year 4 *=0 Esimated Hours Year 4 Year 5 *=0 Esimated Hours Year 5 Total =2900 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost per Year Year 1 *=$169,151.20 Estimated Hours Year 1 Year 2 *=$102,531.24 Estimated Hours Year 2 Year 3 *=$0.00 Estimated Hours Year 3 Year 4 *=$0.00 Estimated Hours Year 4 Year 5 *=$0.00 Estimated Hours Year 5 Total Direct Labor Cost with Escalation =$271,682.44 Direct Labor Subtotal before Escalation =$266,800.00 Estimated Total of Direct Labor Salary Increase = $4,882.44 NOTES: AIX Cost Proposal (Revision #1) Cost-Plus-Fixed Fee or Lump Sum or Firm Fixed Price Contracts (Calculations for Anticipated Salary Increases) $101.43 Total Hours per Cost Proposal 2900 Direct Labor Subtotal per Cost Proposal $266,800.00 $106.50 Year 5 Avg Hourly Rate Estimated % Completed Each Year Year 2 Avg Hourly Rate Year 3 Avg Hourly Rate $92.00 $96.60 Total Hours per Cost Proposal 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. 4. Calculations for anticipated salary escalation must be provided. Avg Hourly Rate Proposed Escalation 5.0% 5.0% 5.0% 5.0% $111.83 0 $106.50 0 2900 Year 4 Avg Hourly Rate Avg Hourly Rate (calculated above) $92.00 $96.60 $101.43 Estimated Hours (calculated above) 1838.6 1061.4 0 100.0% Total 63.4% 36.6% 2900 2900 2900 2900 LPP 17-01 Page 2 of 3 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Certification of Direct Costs: 1. 2. 3. 4. 5. 6. Prime Consultant or Subconsultant Certifying: Name: Title:* Signature:Certification Date: Email: Phone: 714-640-7168 Address: List services the consultant is providing under the proposed contract: AIX Cost Proposal (Revision #1) *An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: Generally Accepted Accounting Principles (GAAP) Terms and conditions of the contract Title 23 United States Code Section 112 - Letting of Contracts 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Structures Representative and Structures Inspector Robert Delgado robert@aix.group Executive Principal Page 3 of 3 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal Prime Consultant Subconsultant 2nd Tier Subconsultant Consultant Project No. Contract No. Date DIRECT LABOR Hours 92 1520 180 228 1520 190 270 300 220 80 395 40 40 240 175 131 30 40 30 43 30 10 LABOR COSTS (a) Subtotal Direct Labor Costs (b) Anticipated Salary Increases (see page 2 for calculation) (c) Total Direct Labor Costs [(a) + (b)] INDIRECT COSTS (d) Fringe Benefits Rate 47.45%(e) Fringe Benefits [(c) x (d)] (f) Overhead Rate + G&A 72.11%(g) Overhead [(c) x (f)] (h) General & Admin Rate 0.00%(i) Gen & Admin [(c) x (h)] (j) Total Indirect Costs [(e) + (g) + (i)] FIXED FEE (k) Total Fixed Fee [(c) + (j)] x fixed fee 10%] CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit 19 month 21,850 miles 108 nights 108 ea 1 LS (l) Total Other Direct Costs SUBCONSULTANTS’ COSTS (Add additional pages if necessary) (m) Total Subconsultants' Costs n) Total Other Direct Costs including Subconsultants [(l) + (m)] TOTAL COST [(c) + (j) + (k) + (n)] NOTES: Environmental Monitor/Biologist Kathereine Deodat 48.20$ $ 1,928.00 Environmental Monitor/Biologist David Sanchez Venegas 32.00$ $ 1,280.00 Publications Services Technician Leona Vander Molen 37.50$ $ 1,612.50 141.65$ Environmental Compliance Manager Shannon Bane 80.00$ $ 2,400.00 Environmental Monitor/Biologist Kelsea Loescher 35.18$ $ 7,739.60 Environmental Monitor/Biologist Rachel Smith 40.00$ $ 3,200.00 Environmental Monitor/Biologist Corrina Matamala 45.00$ $ 17,775.00 Unit Cost $1,250.00 0.67$ $ 11,785.20 58.00$ 39.13$ Vehicles (1 ea @ 19 Mo) Mileage (staff without assigned vehicles) 362,317.34$ SWPPP Coordinator Gabrielle Zamora, EIT, QSD 73.21$ $ 17,570.40 Environmental Monitor/Biologist Chris Thomson 53.85$ $ 16,155.00 $ 18,556.15 Claims Support Vijay Desai, PE, QSD Scheduler Andrew Beebe, PE 110.00$ $ 19,250.00 Classification/Title Project Manager Structures Representative Scott Giannini, PE 83.80$ $ 15,084.00 79.45$ $ 21,451.50 Environmental Manager Emily Mastrelli 80.60$ $ 18,376.80 Document Control/Labor Compliance Subconsultant 1: Subconsultant 2: $ 27,664.87 $ 7,452.00 $ 23,400.00 Subconsultant 3: Subconsultant 4: Subconsultant 5: Subconsultant 6: 236.00$ 69.00$ Verdantas San Diego Natural History Museum Lodging (staff overnight assignments) Per Diem (staff overnight assignments) $ 142,927.93 $ 2,708.82 23,400.00$ 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. 6/17/2025 AIX (DBE) Coast Surveying (DBE) 96,906.37$ $ 690,601.30 $ 85,746.00 921,984.05$ Description of Item 600,730.30$ 110,318.12$ 238,412.95$ BRLS-5282(042) Kai Chan Char Hamilton Office Engineer $ 88,160.00 $ 7,434.70 128.10$ Resident Engineer Ibrahim Bakirci, PE, QSD, QSP 142.21$ -$ Bat Survey/Bat Habitat Management Plan (LSA) REVISION #7 1,018,890.42$ 2,232,389.74$ Harris & Associates, Inc. (Design, Engineering and Environmental Studies) $ 216,159.20 Cost-Plus-Fixed Fee or lump sum or Firm Fixed Price Contracts TotalActual Hourly RateName Marcus Fuller, PE, PLS Exhibit 10-H1 Cost Proposal Page 1 of 3 Total $ 23,750.00 $ 14,639.50 502,450.90$ 491,154.35$ 11,296.55$ Subconsultant 7: Project Engineer (Electrical) Jerry Marquez GIS Analyst Matthew Dornbach 30.31$ $ 303.10 Environmental Inspector/Biologist William Lawton 45.00$ $ 1,800.00 Publications Services Manager Lindsey Messner 53.21$ $ 1,596.30 GIS Analyst Randy Deodat 51.23$ $ 1,536.90 LPP 17-01 Page 1 of 3 January 2018 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Avg Hourly Rate Contract Duration = $84.62 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Year 1 +=$88.85 Year 2 +=$93.30 Year 3 +=$0.00 Year 4 +=$0.00 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Total Hours Per Year Year 1 *=3134.16 Esimated Hours Year 1 Year 2 *=2669.84 Esimated Hours Year 2 Year 3 *=0 Esimated Hours Year 3 Year 4 *=0 Esimated Hours Year 4 Year 5 *=0 Esimated Hours Year 5 Total =5804 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost per Year Year 1 *=$265,223.35 Estimated Hours Year 1 Year 2 *=$237,227.55 Estimated Hours Year 2 Year 3 *=$0.00 Estimated Hours Year 3 Year 4 *=$0.00 Estimated Hours Year 4 Year 5 *=$0.00 Estimated Hours Year 5 Total Direct Labor Cost with Escalation =$502,450.90 Direct Labor Subtotal before Escalation =$491,154.35 Estimated Total of Direct Labor Salary Increase = $11,296.55 NOTES: Exhibit 10-H1 Cost Proposal Page 2 of 3 Cost-Plus-Fixed Fee or lump sum or Firm Fixed Price Contracts (CALCULATIONS FOR ANTICIPATED SALARY INCREASES) Total Hours per Cost Proposal 5804 Direct Labor Subtotal per Cost Proposal $491,154.35 Year 5 Avg Hourly Rate Estimated % Completed Each Year Year 2 Avg Hourly Rate Year 3 Avg Hourly Rate $84.62 $88.85 Total Hours per Cost Proposal 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. Avg Hourly Rate Proposed Escalation 5.0% 5.0% 5.0% 5.0% $0.00 0 $0.00 0 Year 4 Avg Hourly Rate Avg Hourly Rate (calculated above) $84.62 $88.85 $93.30 Estimated Hours (calculated above) 3134.16 2669.84 0 100.0% Total 54.0% 46.0% 5804 5804 LPP 17-01 Page 2 of 3 January 2018 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal Certification of Direct Costs: 1. 2. 3. 4. 5. 6. Prime Consultant or Subconsultant Certifying: Name: Title:* Signature: Certification Date: Email: Phone: Address: List services the consultant is providing under the proposed contract: Exhibit 10-H1 Cost Proposal Page 3 of 3 Actual Cost-Plus-Fixed Fee or lump sum (Firm Fixed Price) contracts (Design, Engineering and Environmental Studies) *An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: Generally Accepted Accounting Principles (GAAP) Terms and conditions of the contract Title 23 United States Code Section 112 - Letting of Contracts 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Construction Management Services Marcus Fuller marcus.fuller@weareharris.com Vice President 760.217.3460 6/17/2025 101 Progress #250, Irvine, CA 92618 LPP 17-01 Page 3 of 3 January 2018 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 800 North Haven Avenue, Suite 390, Ontario, CA 91764  p: 800.827.4901  www.WeAreHarris.com June 25, 2025 Francisco Jaime, PE Joshua Nickerson, PE Principal Engineer Consulting Engineer City of Palm Springs NAI Consulting 3200 E. Tahquitz Canyon Way 68955 Adelina Road Palm Springs, CA 92262 Cathedral City, CA 92234 RE: South Palm Canyon Drive Bridge Replacement at Tahquitz Creek City Project No: 12-02, Federal Project No. BRLS-5282(042) Harris & Associates Construction Management Services Updated Budget Amendment #2 Request Dear Mr. Jaime and Mr. Nickerson: We are submitting herewith an updated request to amend the budget for Construction Management and related services provided for in our contract services agreement; this request constitutes our Updated Budget Amendment #2 Request for an increase of $10,380.48. Specifically, the increase is to account for additional environmental permitting and coordination services as more specifically referenced in the attached scope from Emily Mastrelli, our Director of Natural Resources. Included with her proposal is a Cost Proposal 10-H1 Form for the additional environmental permitting and coordination services limited to amending the Section 401 Clean Water Act Permit with the Regional Water Quality Control Board. If you have any questions regarding the nature of our Updated Budget Amendment #2 Request, please let us know at your earliest opportunity. We appreciate the opportunity to continue partnering with the City on delivering this project. Sincerely, Marcus Fuller, PE, PLS, MPA Project Manager 760.217.3460 | Marcus.Fuller@WeAreHarris.com With copy to: Project Files – CAT 5 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 2375 Northside Drive, Suite 125, San Diego, CA 92108  (619) 236-1778  WeAreHarris.com June 25, 2025 Francisco J. Jaime, PE Principal Civil Engineer City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, California 92262 PROPOSAL TO PROVIDE RESOURCE AGENCY PERMIT AMENDMENT SERVICES FOR THE SOUTH PALM CANYON DRIVE BRIDGE REPLACEMENT PROJECT AT TAHQUITZ CREEK IN PALM SPRINGS, CALIFORNIA Dear Mr. Jaime: Thank you for inviting Harris & Associates (Harris) to submit a proposal to provide assistance amending the existing Regional Water Quality Control Board (RWQCB) permit for the South Palm Canyon Drive Bridge Replacement Project in the City of Palm Springs (City), California. An amendment is required to ensure the RWQCB Clean Water Act (CWA) Section 401 permit covers all impacts from construction. Below is our scope and cost to provide Section 401 permit amendment services for the project. SCOPE OF WORK RESOURCE AGENCY CONSULTATION, REPORTING, AND PERMIT AMENDMENTS Based on communications between the City and Harris, an amendment to the 401 permit is required to ensure the project has appropriate coverage for temporary impacts to Tahquitz Creek, and to ensure the permit matches the U.S. Army Corps of Engineers (USACE) CWA Section 404 permit. Therefore, Harris will prepare and submit CWA Section 401 permit amendment documentation for the project and coordinate and consult with the Colorado River Basin RWQCB. The CWA Section 401 permit amendment will be secured through coordination between Harris, the City, and RWQCB and the proactive anticipation and resolution of challenges. RWQCB Permit Applications, Revisions, Submittals The Harris team will prepare a permit amendment application in compliance with Section 401 of the federal CWA. Prior to submitting the application to the Colorado River Basin RWQCB, Harris will request a meeting with the RWQCB once the permit amendment has received one round of comments from City, and those comments have been addressed by Harris. Once receiving direction from the RWQCB, Harris will submit an official permit amendment application to the RWQCB. The application will include one copy of the Aquatic Resources Delineation Report (ARDR), project activity plans, minimization and avoidance measures, and figures. In addition, the Section 404 permit will be included in the permit amendment application documents. Our scope and budget includes up to two sets of revisions to the permit amendment based on comments from the RWQCB. Harris assumes the City will be responsible for payment of any mitigation fees determined by the RWQCB due to additional project impacts associated with the amended permit. Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Harris & Associates, Inc.  Resource Agency Permit Amendments for the South Palm Canyon Drive Bridge Project 2 of 2 Resource Agency Consultation and Coordination The CWA Section 401 permit amendment will be secured through coordination between Harris, the City, and RWQCB and the proactive anticipation and resolution of challenges. Harris has scoped two staff members for meetings, including preparation time, and time for communication through email for the CWA permit amendment documentation. This task includes time for consultation/coordination already conducted by the Harris team not included in the original environmental scope and cost for the project. Excessive coordination with RWQCB (i.e., repeated requests for clarifications and information from RWQCB) may require a cost amendment. Assumptions:  Harris assumes that the City will provide all CAD files, documents, the ARDR, impact descriptions and quantities and any other required information and data for Harris to prepare the amendment application. Delays in receiving information will delay the amendment application preparation and submittal.  Harris assumes the City will pay all permit amendment application costs (if any) and any violation costs.  This proposal is valid for a period of 60 days. COST The total cost for these additional services is based on an estimated number of hours for the following Harris staff:  Project Manager: 2 hours  Resident Engineer: 2 hours  Office Engineer: 2 hours  Environmental Manager: 20 hours  Environmental Monitor/Biologist: 35 hours  GIS Analyst: 5 hours Our estimated budget is shown on the attached Caltrans Cost Proposal 10-H1 Form is not to exceed $10,380.48. All work would be billed on a time and materials basis. We look forward to working with you on this project. Should you have any questions regarding this proposal, please contact me at (619) 510-5372 or Emily.Mastrelli@WeAreHarris.com. Sincerely, Harris & Associates, Inc. Emily Mastrelli Director, Natural Resources, EPC (619) 510-5372  Emily.Mastrelli@WeAreHarris.com Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal Prime Consultant Subconsultant 2nd Tier Subconsultant Consultant Project No. Contract No. Date DIRECT LABOR Hours 2 2 2 20 35 5 LABOR COSTS (a) Subtotal Direct Labor Costs (b) Anticipated Salary Increases (see page 2 for calculation) (c) Total Direct Labor Costs [(a) + (b)] INDIRECT COSTS (d) Fringe Benefits Rate 47.45%(e) Fringe Benefits [(c) x (d)] (f) Overhead Rate + G&A 72.11%(g) Overhead [(c) x (f)] (h) General & Admin Rate 0.00%(i) Gen & Admin [(c) x (h)] (j) Total Indirect Costs [(e) + (g) + (i)] FIXED FEE (k) Total Fixed Fee [(c) + (j)] x fixed fee 10%] CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit (l) Total Other Direct Costs SUBCONSULTANTS’ COSTS (Add additional pages if necessary) (m) Total Subconsultants' Costs n) Total Other Direct Costs including Subconsultants [(l) + (m)] TOTAL COST [(c) + (j) + (k) + (n)] NOTES: Unit Cost $ 270.28 58.00$ 3,099.32$ -$ -$ GIS Analyst Randy Deodat 51.23$ $ 256.15 Environmental Monitor/Biologist Kathereine Deodat 48.20$ $ 1,687.00 Classification/Title Project Manager 84.21$ $ 1,684.20 Environmental Manager Emily Mastrelli Ibrahim Bakirci, PE, QSD, QSP 142.21$ Subconsultant 1: Subconsultant 2: Subconsultant 3: 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. -$ 6/23/2025 -$ Description of Item 5,138.75$ 943.68$ 2,039.42$ BRLS-5282(042) Kai ChanOffice Engineer $ 116.00 135.14$ Resident Engineer ADDITIONAL ENVIRONMENTAL PERMITTING AND RELATED SERVICES -$ 10,380.48$ Harris & Associates, Inc. (Design, Engineering and Environmental Studies) $ 284.42 Cost-Plus-Fixed Fee or lump sum or Firm Fixed Price Contracts TotalActual Hourly RateName Marcus Fuller, PE, PLS Exhibit 10-H1 Cost Proposal Page 1 of 3 Total $ - 4,298.05$ 4,298.05$ LPP 17-01 Page 1 of 3 January 2018 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Avg Hourly Rate Contract Duration = $65.12 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Year 1 +=$68.38 Year 2 +=$71.80 Year 3 +=$0.00 Year 4 +=$0.00 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Total Hours Per Year Year 1 *=66 Esimated Hours Year 1 Year 2 *=0 Esimated Hours Year 2 Year 3 *=0 Esimated Hours Year 3 Year 4 *=0 Esimated Hours Year 4 Year 5 *=0 Esimated Hours Year 5 Total =66 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost per Year Year 1 *=$4,298.05 Estimated Hours Year 1 Year 2 *=$0.00 Estimated Hours Year 2 Year 3 *=$0.00 Estimated Hours Year 3 Year 4 *=$0.00 Estimated Hours Year 4 Year 5 *=$0.00 Estimated Hours Year 5 Total Direct Labor Cost with Escalation =$4,298.05 Direct Labor Subtotal before Escalation =$4,298.05 Estimated Total of Direct Labor Salary Increase = $0.00 NOTES: Exhibit 10-H1 Cost Proposal Page 2 of 3 Cost-Plus-Fixed Fee or lump sum or Firm Fixed Price Contracts (CALCULATIONS FOR ANTICIPATED SALARY INCREASES) Total Hours per Cost Proposal 66 Direct Labor Subtotal per Cost Proposal $4,298.05 Year 5 Avg Hourly Rate Estimated % Completed Each Year Year 2 Avg Hourly Rate Year 3 Avg Hourly Rate $65.12 $68.38 Total Hours per Cost Proposal 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. Avg Hourly Rate Proposed Escalation 5.0% 5.0% 5.0% 5.0% $0.00 0 $0.00 0 Year 4 Avg Hourly Rate Avg Hourly Rate (calculated above) $65.12 $68.38 $71.80 Estimated Hours (calculated above) 66 0 0 100.0% Total 100.0% 0.0% 66 66 LPP 17-01 Page 2 of 3 January 2018 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal Certification of Direct Costs: 1. 2. 3. 4. 5. 6. Prime Consultant or Subconsultant Certifying: Name: Title:* Signature: Certification Date: Email: Phone: Address: List services the consultant is providing under the proposed contract: Exhibit 10-H1 Cost Proposal Page 3 of 3 Actual Cost-Plus-Fixed Fee or lump sum (Firm Fixed Price) contracts (Design, Engineering and Environmental Studies) *An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: Generally Accepted Accounting Principles (GAAP) Terms and conditions of the contract Title 23 United States Code Section 112 - Letting of Contracts 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Additional environmental regulatory permitting and coordination services. Marcus Fuller marcus.fuller@weareharris.com Vice President 760.217.3460 6/23/2025 101 Progress #250, Irvine, CA 92618 LPP 17-01 Page 3 of 3 January 2018 Docusign Envelope ID: 2FA6CD1E-9EFC-4867-8B91-030641F238F8 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Professional Services Agreement Harris & Associates, Inc. Ehab Gerges ehab.gerges@weareharris.com South Palm Canyon Drive Bridge Replacement at Tahquitz Creek Channel, City Project 12-02 $2,133,487.25 To be determined by the Notice to Proceed On file Ehab Gerges, ehab.gerges@weareharris.com Marcus Fuller, marcus.fuller@weareharris.com Engineering Services Joel Montalvo / Francisco Jaime X8750 October 10, 2024, Item 1K 24P357 N/A Yes Yes Yes Department N/A No Agreement and insurance are attached. N/A 11/14/2024 Vonda Teed Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 1 of 43 PROFESSIONAL SERVICES AGREEMENT 24P357 SOUTH PALM CANYON DRIVE BRIDGE REPLACEMENT AT THE TAHQUITZ CREEK CHANNEL FEDERAL-AID PROJECT NO. BRLS-5282(042) CITY PROJECT NO. 12-02 THIS PROFESSIONAL SERVICES AGREEMENT ( “Agreement”) is entered into, and effective on October 10, 2024, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (“City”) and Harris & Associates, Inc., a California corporation, (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A.City requires the services of a Professional Construction Management Firm, for South Palm Canyon Drive Bridge Replacement at the Tahquitz Creek Channel, Federal Aid Project No. BRLS-5282(042), City Project No. 12-02, (“Project”). B.Consultant has submitted to City a proposal to provide comprehensive construction management, survey, material testing and inspection services related to the Project for the City under the terms of this Agreement. C.Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D.City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1.SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant acknowledges that Consultant is a provider of professional work and services and that Consultant is experienced in performing the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by professional quality, experienced and well qualified members of the profession currently practicing under similar conditions. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 2 of 43 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals; and, (4) the Consultant’s signed, original proposal submitted to the City (“Consultant’s Proposal”), (collectively referred to as the “Contract Documents”). The City’s Request for Proposals and the Consultant’s Proposal are incorporated herein by this reference and are made a part of this Agreement. All provisions of the Scope of Services, the City’s Request for Proposals and the Consultant’s Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit “A”); (2nd) the provisions of the City’s Request for Proposal; (3rd) the terms of this Agreement; and, (4th) the provisions of the Consultant’s Proposal. 1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.4 Licenses, Permits, Fees, and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and under this Agreement. 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 the Consultant's performance of the Work required by this Agreement. Consultant shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent losses or damages. Consultant shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 3 of 43 1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of Two Million, One Hundred Thirty-Three Thousand, Four Hundred and Eighty-Seven Dollars and Twenty-Five Cents ($2,133,487.25) ("Maximum Contract Amount"), except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. If the City’s Maximum Contract Amount is reached before the Consultant’s Services under this Agreement are completed, Consultant shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit “B”), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for Services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City’s Finance Director and must be Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 4 of 43 submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession. C. Consultant shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by the City’s Contract Officer. There shall be no change in the Consultant’s Project Manager or members of the project team, as listed in the approved Cost Proposal, which is part of this Agreement, without prior written approval by City’s Contract Officer. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. Consultant further acknowledges the following: 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 the City 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 City Council 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. The City has the option to void the Agreement under the 30-day termination clause pursuant to as provided in Section 3.5 of this Agreement, or by mutual agreement to amend the Agreement to reflect any reduction of funds. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 5 of 43 2.5 Cost principals and Administration Requirements. A. Consultant agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost. B. Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. C. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by Consultant to City. 2.6 Prompt Payment to Subconsultants. Consultant or Subconsultant shall pay to any Subconsultant, not later than ten (10) 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. 2.7 Equipment Purchase and other Capital Expenditures. A. Prior authorization in writing, by City’s Contract Officer, shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding $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 Cost Proposal and exceeding $5,000 prior authorization by City’s Contract Officer; three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified. C. Any equipment purchased as a result of this Agreement is subject to the following: “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 $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, City 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 City in an amount equal to its fair market Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 6 of 43 value or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures; and credit City 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 City and Consultant, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City.” 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. 2.8 Retention of Funds. A. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this Section. B. No retainage will be held by the City 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 City’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. 2.9 Prompt Payment. A. Prompt Payment from City to Consultant The City 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 City fails to pay promptly, the City 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 City shall act in accordance with both of the following: (1) The City shall review each payment request as soon as feasible after receipt to verify it is a proper payment request. (2) The City must return any payment request deemed improper by the City 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 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 7 of 43 For projects awarded on or after September 1, 2023: the Consultant must now submit Exhibit 9-P to the City 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 City 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 City must email a copy of Exhibit 9-P to DBE.Forms@dot.ca.gov before the end of the month after receiving the Exhibit 9-P from the Consultant. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit “B”), incorporated herein by this reference. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3.2 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 8 of 43 compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 3.5, this Agreement shall continue in full force and effect for a period of 30 months, commencing on October 10, 2024, and ending on April 9, 2027, unless extended by mutual written agreement of the Parties. . 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. Consultant further acknowledges the following: A. Upon termination, the City 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, and in accordance with Section 7.3 Ownership of Documents. B. The City may temporarily suspend this Agreement, at no additional cost to the City, provided that Consultant is given written notice of temporary suspension. If City 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 provided for in subsection A of this section. C. Notwithstanding any provisions of this Agreement, Consultant shall not be relieved of liability to City 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, except as provided in Section 2.7-C. Upon termination, the City 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, and in accordance with Section 7.3 Ownership of Documents. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 9 of 43 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Ehab Gerges, PE, Executive Vice President. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subConsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subConsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City. Consultant further acknowledges the following: A. No subcontract shall relieve the Consultant of its responsibilities and obligations hereunder. The Consultant agrees to be as fully responsible to the City 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 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 10 of 43 obligation to pay its Subconsultants is an independent obligation from the City’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 City’s Contract Officer, except that which is expressly identified in the approved Cost Proposal. C. Any subcontract 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. Any substitution of Subconsultants must be approved in writing by the City’s Contract Officer in advance of assigning work to a substitute Subconsultant. 4.4 Independent Consultant. The legal relationship between the Parties is that of an independent Consultant, and nothing shall be deemed to make Consultant a City employee. A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement of any nature relating to salary, taxes, or benefits of Consultant’s officers, employees, servants, representatives, subConsultants, or agents, Consultant shall indemnify City for all such financial obligations. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 11 of 43 4.5 California Labor Code Requirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Consultant Further Acknowledges the following: 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 City construction sites, at City facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve City 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. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 12 of 43 C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov. D. Each Consultant and Subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant or Subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (A) The information contained in the payroll record is true and correct. (B) The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project. E. The payroll records enumerated under paragraph D 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 City representative’s 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 D above, shall be made available for inspection or furnished upon request to a representative of City, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to the City, 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 City Contract Officer by both email and regular mail on the business day following receipt of the request. F. Each Consultant shall submit a certified copy of the records enumerated in paragraph D above, to the entity that requested the records within ten (10) calendar days after receipt of a written request. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by City 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. The Consultant shall inform the City of the location of the records enumerated under paragraph D above, including the street address, city and county, and shall, within five working days, provide a notice of a change of location and address. In the event the Consultant or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to City, 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 City 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. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 13 of 43 G. 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 City’s Contract Officer. H. 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 City 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. I. 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. J. 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. K. 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 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. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 14 of 43 L. Pursuant to Labor Code §1775, the City 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. M. If the City determines that employees of a Subconsultant were not paid the general prevailing rate of per diem wages and if the City did not retain sufficient money under the Agreement to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the Consultant shall withhold an amount of moneys due the Subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by the City. N. Eight (8) hours labor constitutes a legal day's work. The Consultant shall forfeit, as a penalty to the City, 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. O. Where either the Contact or the subcontract 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. Consultant 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. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 15 of 43 and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers’ Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subConsultants, if any, to do likewise under their workers’ compensation insurance policies. If Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 16 of 43 bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement: A. For any claims related to this Agreement, Consultant’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made, or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City, or its operations shall limit the application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 17 of 43 E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Consultant agrees to ensure that subConsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subConsultants and others engaged in the Project will be submitted to the City for review. G. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. H. Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 18 of 43 L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant’s activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 19 of 43 by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant’s obligation to provide them. 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Consultant’s employees included), for damage to property, including property owned by City, for any violation of any applicable federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or relating to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence, active negligence, or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant’s indemnification obligation or other liability under this Agreement. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 6.2 Design Professional Services Indemnification and Reimbursement. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 6.3 Claims Filed by City’s Construction Contractor. A. If claims are filed by the City’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 the City’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 the City considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from the City. Consultant shall be responsible for all costs associated with consultation or testimony, including travel costs, associated with defense of the City’s construction contractor claims. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 20 of 43 C. Services of Consultant’s personnel in connection with the City’s construction contractor claims will be performed pursuant to a written amendment to this Agreement, if necessary, extending the termination date of this Agreement in order to resolve the construction claims. 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. The Consultant further acknowledges the following: A. Consultant shall submit progress reports at least once a month. The report should be sufficiently detailed for the Contract Officer 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 the City’s Contract Officer, as needed, to discuss progress on the Project. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subConsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 21 of 43 shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. Consultant further acknowledges the following: A. Upon completion of all work under this Agreement, ownership and title to all reports, documents, plans, specifications, and estimates produce as part of this Agreement will automatically be vested in the City; and no further agreement will be necessary to transfer ownership to the City. Consultant shall furnish the City all necessary copies of data needed to complete the review and approval process. 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. B. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine-readable form, are intended for one-time use in the construction of the project for which this Agreement has been entered into. C. Consultant is not liable for claims, liabilities, or losses arising out of, or connected with the modification, or misuse by the City of the machine-readable information and data provided by Consultant under this Agreement; further, Consultant is not liable for claims, liabilities, or losses arising out of, or connected with any use by the City of the project documentation on other projects for additions to this project, or for the completion of this project by others, except only such use as many be authorized in writing by Consultant. 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 federal-aid contracts). E. The City 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. F. 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. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 22 of 43 G. 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. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization. Consultant further acknowledges the following: A. All financial, statistical, personal, technical, or other data and information relative to the City’s operations, which are designated confidential by the City 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 the City 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 the City’s actions on the same, except to the City’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 the City, and receipt of the City’s written permission. E. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this Section. F. All information related to the construction estimate is confidential and shall not be disclosed by Consultant to any entity, other than the City, Caltrans, and/or FHWA. All of the materials prepared or assembled by Consultant pursuant to performance of this Agreement are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court order. If Consultant or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 23 of 43 to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant’s performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. Consultant further acknowledges the following: A. For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and City shall maintain and make available for inspection 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 Consultants Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the Agreement period and for three 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 years after final disposition. The state, State Auditor, City, 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 Consultant and it’s certified public accountants (CPA) work papers that are pertinent to the Agreement and indirect cost rates (ICR) for audit, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested. B. Consultant and any subconsultant shall permit the City, 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 including review and inspection on a daily basis. 7.6 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 City’s Chief Financial Officer. B. Not later than 30 days after issuance of the final audit report, Consultant may request a review by City’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 City will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 24 of 43 D. Consultant and Subconsultant contracts, including cost proposals and Indirect Cost Rates (ICR), are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an ICR Audit, or a 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, Part 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, state, 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 City contract manager 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 City at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state 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 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 City’s Contract Officer 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 Contract terms and cause for termination of the Contract and disallowance of prior reimbursed costs. F. 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, the City 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 . 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. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. G. If IOAI is unable to issue a cognizant letter per paragraph F 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. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 25 of 43 H. If the Consultant fails to comply with the provisions of this Section 7.6, 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 F above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this Agreement. I. Consultant may submit the final invoice to the City 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 the City; and, (3) IOAI has issued its final ICR review letter. The Consultant must submit the final invoice to the City 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 City and the Consultant, either as a prime or Subconsultant, with the same fiscal period ICR. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Consultant. Consultant’s failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 26 of 43 of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City’s right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3A, take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant’s liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 27 of 43 8.8 Disputes. A. 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. B. 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 City’s Contract Officer and City Engineer, who may consider written or verbal information submitted by Consultant. C. Not later than thirty (30) calendar days after completion of all work under the Agreement, Consultant may request review by City Council of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. D. 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. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. Further, Consultant acknowledges the following: A. Consultant shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this Agreement, or any ensuing City construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing City construction project, which will follow. B. Consultant certifies that it has disclosed to the City 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 the City 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 the City ordinance or State law. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 28 of 43 C. 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. Consultant hereby certifies that neither Consultant, its employees, nor any firm affiliated with Consultant providing services on this project prepared the Plans, Specifications, and Estimate for any construction project included within this Agreement. An affiliated firm is one which is subject to the control of the same persons through joint- ownership, or otherwise. E. Consultant further certifies that neither Consultant, nor any firm affiliated with Consultant, will bid on any construction subcontracts included within the construction contract. Additionally, Consultant certifies that no person working under this Agreement is also employed by the construction contractor for any project included within this Agreement. F. Except for subconsultants whose services are limited to materials testing, no subconsultant who is providing service on this Agreement shall have provided services on the design of any project included within this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. Consultant further acknowledges the following requirements: A. Consultant’s signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its Subconsultants shall not deny the Agreement’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 29 of 43 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 the City 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. Consultant shall permit access by representatives of the Department of Fair Employment and Housing and the City 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 City shall require to ascertain compliance with this clause. 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. C. The Consultant shall comply with regulations relative to non-discrimination in federally assisted programs of the U.S. Department of Transportation (49 CFR Part 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. D. 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. E. 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 City 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. F. Consultant shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. G. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest (herein collectively referred to as CONSULTANT) agrees as follows: Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 30 of 43 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 , shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations. c. Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub-agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate and shall set forth what efforts CONSULTANT has made to obtain the information. e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or ii. cancellation, termination or suspension of the Agreement, in whole or in part. 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. g. 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 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 31 of 43 addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. H. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: a. 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. b. 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); c. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); d. 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 CFR Part 27; e. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); f. Airport and Airway Improvement Act of 1982, ( 49 USC § 4 71, Section 4 7123 ), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); g. 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); h. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on 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 at 49 C.P.R. parts 37 and 38; i. 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); j. 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; k. 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); Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 32 of 43 l. 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). 9.4 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right in its discretion; to terminate the Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 9.5 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, the City 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. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise: A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant’s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City’s alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant’s expense. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant’s consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 33 of 43 the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Telephone: (760) 323-8204 To Consultant: Harris & Associates, Inc. Attention: Ehab Gerges 101 Progress, Suite 250 Irvine, CA 92618 Telephone: (949) 683-2011 10.3 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 34 of 43 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 10.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. 10.11 Prohibition of Expending City, State or Federal Funds for Lobbying. A. Consultant certifies to the best of his or her knowledge and belief that: 1) No State, Federal, or City appropriated funds have been paid or will be paid, by or on behalf of 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 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 35 of 43 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 Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. C. Consultant also agrees by signing this Agreement that he or she shall require that the language of this certification be included in all lower-tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. 10.12 Debarment and Suspension Certification. A. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and 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. Any exceptions to this certification must be disclosed to the City. B. Exceptions will not necessarily result in denial of recommendation for award but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of 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 the Federal highway Administration. 10.13 Disadvantaged Business Enterprises (DBE) Participation. A. Consultant, subrecipient (City), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the Agreement (49 CFR 26). To ensure equal participation of DBEs provided in 49 CFR 26.5, The City shows a contract goal for DBEs. Consultant shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers. B. Consultant shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is Consultant’s responsibility to verify at date of proposal opening that the DBE firm is certified Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 36 of 43 as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the Consultant is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at: https://dot.ca.gov/programs/civil-rights/dbe-search. C. All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies Consultant purchases from DBEs counts towards the goal in the following manner: • 100 percent counts if the materials or supplies are obtained from a DBE manufacturer. • 60 percent counts if the materials or supplies are purchased from a DBE regular dealer. • Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49CFR26.55 defines "manufacturer" and "regular dealer." D. This Agreement is subject to 49 CFR, Part 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. Consultants who enter into a federally funded agreement will assist the City in a good faith effort to achieve California's statewide overall DBE goal. E. The goal for DBE participation for this Agreement is 20%. Participation by DBE consultant or subconsultants shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10-O1), or in the Consultant Contract DBE Information (Exhibit 10-O2) attached hereto and incorporated as part of the Agreement. If a DBE subconsultant is unable to perform, Consultant must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. F. The Consultant can meet the DBE participation goal by either documenting commitments to DBEs to meet the Contract goal, or by documenting adequate good faith efforts to meet the Contract goal. An adequate good faith effort means that the Consultant must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If Consultant has not met the DBE goal, complete and submit Exhibit 15-H: DBE Information – Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal. G. Under 49 CFR 26.13(b): “Consultant, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. Consultant shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.” Failure by Consultant to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the City deems appropriate, which may include but not be limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 37 of 43 Liquidated damages; and/or; (4) Disqualifying the contractor from future bidding as non- responsible. H. Consultant shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless Consultant or DBE subconsultant obtains the City’s written consent. Consultant shall not terminate or replace a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the City. Unless the City’s consent is provided, the Consultant shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02 Consultant Contract DBE Commitment form. I. After execution of the Agreement, termination of a DBE may be allowed for the following, but not limited to, justifiable reasons with prior written authorization from the City: a. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project. b. The City stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet the City’s bond requirements. c. Work requires a consultant's license, and listed DBE does not have a valid license under Contractors License Law. d. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination). e. Listed DBE's work is unsatisfactory and not in compliance with the contract. f. Listed DBE is ineligible to work on the project because of suspension or debarment. g. Listed DBE becomes bankrupt or insolvent or exhibits credit unworthiness. h. Listed DBE voluntarily withdraws with written notice from the Contract. i. Listed DBE is ineligible to receive credit for the type of work required. j. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract. k. The City determines other documented good cause. J. Consultant must use the following procedures to request the termination of a DBE or portion of a DBE’s work: a. Send a written notice to the DBE of the Consultant’s intent to use other forces or material sources and include one or more justifiable reasons listed above. Simultaneously send a copy of this written notice to the City. The written notice to the DBE must request they provide any response within five (5) business days to both the Consultant and the City by either acknowledging their agreement or documenting their reasoning as to why the use of other forces or sources of materials should not occur. b. If the DBE does not respond within five (5) business days, Consultant may move forward with the request as if the DBE had agreed to Consultant’s written notice. c. Submit Consultant’s DBE termination request by written letter to the City and include: Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 38 of 43 • One or more above listed justifiable reasons along with supporting documentation. • Consultant’s written notice to the DBE regarding the request, including proof of transmission and tracking documentation of Consultant’s written notice • The DBE's response to Consultant’s written notice, if received. If a written response was not provided, provide a statement to that effect. K. The City shall respond in writing to Consultant’s DBE termination request within five (5) business days. After receiving the City’s written authorization of DBE termination request, Consultant must obtain the City’s written agreement for DBE replacement. Consultant must find or demonstrate GFEs to find qualified DBE replacement firms to perform the work to the extent needed to meet the DBE commitment. L. The following procedures shall be followed to request authorization to replace a DBE firm: 1. Submit a request to replace a DBE with other forces or material sources in writing to the City which must include: a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation. b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following: • Description of scope of work and cost proposal • Proposed subcontract agreement and written confirmation of agreement to perform on the Contract • Revised Exhibit 10-O2: Consultant Contract DBE Commitment M. If Consultant has not identified a DBE replacement firm, submits documentation of Consultant’s GFEs to use DBE replacement firms within seven (7) days of City’s authorization to terminate the DBE. Consultant may request the City’s approval to extend this submittal period to a total of 14 days. Submit documentation of actions taken to find a DBE replacement firm, such as: • Search results of certified DBEs available to perform the original DBE work identified and or other work Consultant had intended to self-perform, to the extent needed to meet DBE commitment • Solicitations of DBEs for performance of work identified • Correspondence with interested DBEs that may have included contract details and requirements • Negotiation efforts with DBEs that reflect why an agreement was not reached • If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive • Copies of each DBE's and non-DBE's price quotes for work identified, as the City may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 39 of 43 • Additional documentation that supports Consultant’s GFE N. The City’s DBE program includes a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization. The Consultant shall notify the City’s contract administrator or designated representative of any changes to its anticipated DBE participation and provide this notification before starting the affected work. The Consultant shall maintain records including; name and business address of each 1st-tier subconsultant; name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier; date of payment and total amount paid to each business (see Exhibit 9-F Monthly Disadvantaged Business Enterprise Payment). If Consultant is a DBE Consultant, they shall include the date of work performed by their own forces and the corresponding value of the work. O. If a DBE is decertified before completing its work, the DBE must notify Consultant in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify Consultant in writing of the certification date. Consultant shall submit the notifications to the City. On work completion, Consultant shall complete a Disadvantaged Business Enterprises (DBE) Certification Status Change, Exhibit 17-O, form and submit the form to the City within 30 days of contract acceptance. P. Upon work completion, Consultant shall complete Exhibit 17-F Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the City within 90 days of contract acceptance. The City will withhold $10,000 until the form is submitted. The City will release the withhold upon submission of the completed form. Q. DBEs must perform a commercially useful function (CUF) under 49 CFR 26.55 when performing work or supplying materials listed on the DBE Commitment form. The DBE value of work will only count toward the DBE commitment if the DBE performs a CUF. A DBE performs a CUF when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself. R. Consultant must perform CUF evaluation for each DBE working on a federal-aid contract, with or without a DBE goal. Perform a CUF evaluation at the beginning of the DBE’s work and continue to monitor the performance of CUF for the duration of the project. S. Consultant must provide written notification to the City at least 15 days in advance of each DBE's initial performance of work or supplying materials for the Contract. The notification must include the DBE's name, work the DBE will perform on the contract, and the location, date, and time of where their work will take place. Within 10 days of a DBE initially performing work or supplying materials on the Contract, Consultant shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal: Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 40 of 43 • Subcontract agreement with the DBE • Purchase orders • Bills of lading • Invoices • Proof of payment T. Consultant must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. Consultant must submit to the City these quarterly evaluations and validations by the 5th of the month for the previous three months of work. U. Consultant must notify the City immediately if they believe the DBE may not be performing a CUF. V. The City will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 9-J: DBE Commercially Useful Function Evaluation, submitted supporting information, field observations, and through any additional City evaluations. The City must evaluate DBEs and their CUF performance throughout the duration of a Contract. The City will provide written notice to the Consultant and the DBE at least two (2) business days prior to any evaluation. The Consultant and the DBE must participate in the evaluation. Upon completing the evaluation, the City must share the evaluation results with the Consultant and the DBE. An evaluation could include items that must be remedied upon receipt. If the City determines the DBE is not performing a CUF, the Consultant must suspend performance of the noncompliant work. W. Consultants and DBEs must submit any additional CUF related records and documents within five (5) business days of City’s request such as: • Proof of ownership or lease and rental agreements for equipment • Tax records • Employee rosters • Certified payroll records • Inventory rosters Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE. If Consultant and/or the City determine that a listed DBE is not performing a CUF in performance of their DBE committed work, Consultant must immediately suspend performance of the noncompliant portion of the work. City may deny payment for the noncompliant portion of the work. City will ask the Consultant to submit a corrective action plan (CAP) to the City within five (5) days of the noncompliant CUF determination. The CAP must identify how the Consultant will correct the noncompliance findings for the remaining portion of the DBE's work. City has five (5) days to review the CAP in conjunction with the Consultant’s review. The Consultant must implement the CAP within five (5) days of the City’s approval. The City will then authorize the prior noncompliant portion of work for the DBE's committed work. If corrective actions cannot be Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 41 of 43 accomplished to ensure the DBE performs a commercially useful function on the Contract, Consultant may have good cause to request termination of the DBE. X. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. Y. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of the contract than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF. Z. Consultant shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. AA. If a DBE subconsultant is decertified during the life of the Agreement, the decertified subconsultant shall notify Consultant in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Agreement, the subconsultant shall notify Consultant in writing with the date of certification. Any changes should be reported to the City’s Contract Officer within 30 days. BB. For projects awarded on or after March 1, 2020, but before September 1, 2023: No later than the 10th of the month following the month of any payment(s), the Consultant must submit an invoice for payment along with Exhibit 9-F: Monthly Disadvantaged Business Enterprise (DBE) Payment to the Caltrans Business Support Unit at Business.Support.Unit@dot.ca.gov. Provide a copy to the City administering the contract. CC. For projects awarded on or after September 1, 2023: Exhibit 9-F is no longer required. Instead, by the 15th of the month following the month of any payment(s), the Consultant must now submit Exhibit 9-P to the City administering the contract. If the Consultant does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P. DD. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. 10.14 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 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 42 of 43 City Safety Officer and other City 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 Section 591 of the Vehicle Code, the City 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 Agreement, shall contain all of the provisions of this Section. D. Consultant must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in California Labor Code Sections 6500 and 6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five feet or deeper. 10.15 National Labor Relations Board Certification. In accordance with Public Contract Code Section 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. 10.16 Inspection of Work. Consultant and any subconsultant shall permit the City, 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. [SIGNATURES ON NEXT PAGE] Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 Page 43 of 43 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND HARRIS & ASSOCIATES, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONSULTANT: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date:Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 10/10/2024 Item No. 1K APPROVED AS TO FORM: ATTEST: By: ___________________________ By:_______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C 11/21/2024 11/21/2024 11/22/2024 EXHIBIT “A” SCOPE OF SERVICES 1 – CONSTRUCTION MANAGEMENT SERVICES 1.1 Staff and Maintain Field Office Harris will assign its dedicated staff to facilitate the General Contractor’s (GC) provided field office, allowing for greater coordination and integration as a construction team. This will allow for opportunities for daily interaction between the Harris team, the City, and the GC. Harris will coordinate with the City Engineer and other City Departments as necessary. Deliverables: 1. Assigned staff to utilize the Field Office. 2. Daily coordination between the Harris team, City, and the GC. 1.2 Project Controls System Development Harris will develop an integrated cost and schedule information system, or Project Controls System (PCS), to provide up to date and accurate information regarding schedule, budgets, expenditures, and change orders to contractors, Caltrans DLAE, and City staff. Harris will develop the PCS using software like Newforma, Primavera P6 and Expedition, Microsoft Word and Excel software. A master schedule will be developed summarizing all significant activities of project-related entities. Deliverables: 1. Implementation of Project Control System. 1.3 Project Progress Meetings and Reports Harris will provide coordination of project activities and prepare progress reports and documents, as necessary, for City review and action. Harris will schedule weekly and monthly progress meetings, which will provide for discussion of progress reports and issues related to the project. Harris will provide weekly status reports to City, as required. Harris will prepare and send a Weekly Statement of Working Days, noting the controlling operations, to the GC. Harris will prepare daily/weekly Resident Engineer reports listing the type of work done, controlling operation, weather conditions, important discussions/agreements with the GC, and any other important facts pertaining to the project that are not specifically covered elsewhere in the contract records. Deliverables: 1. Weekly/Monthly project progress reports. 2. Monthly progress review meetings with minutes/summaries. 3. Weekly Statements of Working Days. 4. Resident Engineer reports. 1.4 Document Management System Harris will establish and maintain a contract filing system in accordance with the Caltrans Construction Manual and LAPM for the timely logging, filing, and tracking of project related correspondence to assure timely responses, and provide a record of communications to enable efficient retrieval and establish the chronology of events for use in dispute resolution. Deliverables: 1. Implementation and maintenance of a computerized document management system. 2. Logging, filing and tracking of all project correspondence. 1.5 Kick-Off Meeting Harris will schedule and chair a kick-off meeting with the City to discuss the proposed work plan and special concerns to be presented at the pre-construction meeting. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Deliverables: 1. Coordinate and schedule kick-off meeting with City. 1.6 Pre-Construction Conference Harris will schedule, prepare the agenda (subject to City’s approval), chair and take minutes of the pre-construction meeting to be attended by all interested parties, including utility company representatives, subcontractors, etc. The meeting will outline project specifics and inform the GC of project administration procedures. The meeting will also highlight environmental and regulatory permit requirements and conditions applicable to construction of the project. Deliverables: 1. Coordinate scheduling and hosting of pre-construction conference. 2. Develop written agenda and minutes of pre-construction conference. 3. Review and outline environmental and regulatory permit conditions. 1.7 Communications and Correspondence/Project Records Harris will obtain all pertinent information as required to develop a project directory of all key personnel and stakeholders working on the project. Harris will log all information received from the GC and others, in Expedition, or similar format, and will prepare and/or forward appropriate responses, obtaining City approval when required. Harris will maintain a record copy of all contracts, drawings, specifications, addenda, change orders and other modifications, in good order and marked to record all changes made during construction; shop drawings; product data; samples; submittal; purchases; materials; equipment; applicable handbooks; maintenance and operating manuals and instructions; other related documents and revisions which are relevant to the contract work. Deliverables: 1. Communication flow chart. 2. Written logs of information received from the City, the GC, subcontractors, subconsultants, and stakeholders. 3. Maintain all project records. 1.8 Project Changes and Construction Change Order Management Harris will recommend necessary or desirable changes in the GC’s scope of work to City. Harris will review and evaluate GC’s request for changes for merit and negotiate with GC and submit recommendations to City supported by field data related to any additional work. If change orders are accepted by City, Harris will prepare change orders for signature and authorization by the City. Harris will maintain a log of change requests. If approved, Harris will coordinate record keeping of Extra Work on separate daily diaries. Harris will document all potential claims and maintain for account records and provide all necessary documentation and support to the City in settling claims. Deliverables: 1. Perform quantity and cost analysis as required for negotiation of change orders 2. Analyze additional compensation claims that are submitted during the construction period and prepare responses. 3. Perform claims administration including coordinating and monitoring claim responses, logging claims and tracking claim status. 4. Change order documentation ready for approval and execution by the City. 5. Tracking all extra work on separate daily diaries. 1.9 Schedule Monitoring Harris will review GC’s baseline CPM schedule and coordinate adjustments until approval. Harris will review and analyze the GC’s on-going CPM schedule (weekly), including activity sequences and duration, schedule of submittal and schedule of delivery for products with long lead time. Harris will coordinate with the GC to maintain the project schedule to show current conditions and suggest revisions, as required review the GC’s monthly schedule updates for logic, duration, and Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C resource changes. Harris will notify the GC of discovered changes and document the GC’s response, for the record. Harris will keep the City apprised of the GC’s current construction schedule. Harris will create and maintain “As-Built” project schedule. Deliverables: 1. Review and coordination of baseline CPM schedule and approval. 2. Monthly review of GC’s schedule updates and provide a summary to City on schedule status and impact of changes to completion date. 3. Monitor and facilitate utility coordination with various utility companies and the GC. 4. Incorporate relocations in the schedule and report any delays and impacts to the completion date. 5. Maintain As-Built Schedule. 1.10 Cost Monitoring Using a combination of software like Expedition and Excel, Harris will generate spreadsheets and graphs for the purpose of monitoring anticipated and actual cost outlays. Deliverables: 1. Monthly cost monitoring reports in a format to be determined. 2. Monthly progress report for the City describing key issues, cost vs. budget status, and schedule status. 1.11 Progress/Coordination Meetings Harris will conduct weekly construction progress meetings with the GC, subcontractors, City staff, design engineer, subconsultants, affected outside agencies, general public, property owners, business owners, other consultants, etc., to discuss matters such as procedures, progress, problems, and scheduling. Harris will prepare agenda and prepare and distribute meeting minutes. Following the meeting, Harris will distribute meeting minutes, requesting either the concurrence of those who attended, or suggested corrections to the minutes. Minutes will be filed as either approved or amended. Deliverables: 1. Agenda with status of open items from previous meetings. 2. Meeting minutes, for review, with action items noted. 3. Amended meeting minutes, if required. 4. Submittal, Issues log, Change Order log and RFI and RFQ working logs. 1.12 Payment Recommendations Harris will maintain field quantities constructed, and review pay requests and provide recommendation for GC payments. Harris will review and approve the GC’s monthly progress based on the percentage of work activities complete. The GC will submit a certified application for payment to Harris for final review. Once approved, City will prepare a payment application certificate, using software similar to Excel, for approval and execution by the City. Deliverables: 1. Maintain constructed field quantities. 2. GC’s certified application for payment. 3. Progress payment request documents suitable for approval and execution by the City. 1.13 Submittal Management and Review Using software similar to Expedition, Harris will develop a comprehensive submittal list for distribution to the GC and the Designer. Harris will update and submit status submittal logs for review at each coordination meeting. Harris will receive and process all shop drawings, project data, samples, and other submittals to the Design Engineer for review. Harris will establish and implement procedures for expediting the processing and approval of submittals. Harris will coordinate and track all submittals and review with Design Engineer on an as needed basis. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Deliverables: 1. Submittal status log. 2. Check Calculations, where required. 3. Copy of all approval letters, approved working drawings, submittals and final submittal log. 4. Submittal log management. 1.14 Request for Information (RFI) Management and Review Harris will receive, log and review all RFIs for completeness and verify the question is reasonable and understandable. Harris will provide a short technical review of the RFI to determine if the issue is addressed adequately in the contract documents. Harris will return the RFI if the question is unclear or, in the opinion of Harris staff, the answer is contained in the contract documents, noting where the requested information can be found in the contract documents. Harris will track RFIs, using the software similar to Expedition, and facilitate the timely response from the Designer. Deliverables: 1. Comprehensive log of all outstanding RFIs and their status. 2. Prepare responses to RFIs related to construction issues. 3. Transmit design-related RFIs to design engineer and copy City Project Manager. 4. Conduct meetings with the GC and other parties as needed to discuss and resolve RFIs. 1.15 Labor Compliance Harris will monitor GC and subcontractor compliance with State and Federal labor laws and paperwork requirements including monitoring GC’s certified payroll; spot checking payrolls for prevailing wage compliance; conducting employee interviews; maintaining evidence of apprentices and trainees employed on the project; and verifying that the GC has posted all required posters, notices, and wage determinations at the job site. Harris will notify the City and the GC of all discrepancies and/or errors and request a corrected Certified Payroll. Deliverables: 1. Hard copies of the GC’s certified payrolls maintained in the project files. 1.16 Storm Water Pollution Prevention Plan (SWPPP) Harris will review the GC’s submitted SWPPP. Harris will observe the GC’s work area for general compliance with the SWPPP Best Management Practices (BMP). Deliverables: 1. Contractor(s)’ SWPPP monitoring reports and Harris documentation of site conditions kept in project file for the record. 2. Proof of uploading all necessary reports and close out information into SMARTS. 1.17 Quality Assurance Services Harris will review laboratory, shop and mill test reports of materials and equipment, and coordinate as required with Design Engineers. Harris will coordinate and monitor all inspection activities. Harris will coordinate testing requirements and scheduling of material testing. Harris will provide for Source Inspection and Quality Assurance, meeting CFR Title 23, City of Palm Springs QAP and Caltrans LAPM. Deliverables: 1. Develop and maintain a log of laboratory, shop and mill test reports. 2. Develop and maintain a log of all inspections. 1.18 Administer Construction Contract Harris will administer the construction contract in conformance with the requirements set forth in the project Plans and Specifications including applicable requirements from Caltrans Standard Plans and Specifications, Local Assistance Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Procedures, Standard Specifications for Public Works Construction and the City of Palm Springs. Harris will review and approve Subcontracting Request forms. Harris will maintain an open-door policy and meet with general public, as needed, regarding the construction and make recommendations to address their concerns. Harris will coordinate, monitor and document utility relocations as necessary; coordinate with all impacted utilities for the respective relocations, as per contract documents. Harris will administer implementation of project’s Traffic Control Plans and perform weekly review for conformance to approved plan. Harris will manage and enforce contractor DBE requirements. Harris will prepare, as necessary the Caltrans Local Assistance Pre-Construction, Mid-Construction, and Post- Construction review checklists. Harris will attend meetings scheduled by Caltrans Local Assistance. Represent the City in providing answers to Caltrans regarding procedures, processes, documentation, payment, etc. Harris will create and maintain throughout construction, punch lists that need to be corrected by the GC. Deliverables: 1. Document and approve subcontracting requests. 2. Maintain open door policy, meetings with public as needed. 3. Document, coordinate and monitor utility relocations. 4. Perform weekly review of GC’s implementation of traffic control plans. 5. Monitor DBE utilization. 6. Prepare construction review checklists. 7. Attendance at Caltrans DLAE meetings as needed. 8. Develop and maintain punch lists. 2 – CONSTRUCTION INSPECTION SERVICES 2.1 General Construction Inspection and Documentation Harris will perform the following inspection and documentation services throughout the duration of construction: • Review contract documents, plans and permits. • Attend field walks, kick-off, and pre-construction meetings. • Monitor and enforce construction noticing requirements, including but not limited to PM10 and SWPPP requirements. • Maintain field diary (bound workbooks) during construction, including a cumulative record of quantities constructed, daily and weekly reports, working day reports, change order documentation, photographs and other documentation. Maintain a separate field diary for change order work. • Monitor the GC’s fugitive dust control plan (PM10) and document the GC is using approved haul routes and they are kept clean. • Document compliance with the construction contract by continuously monitoring, evaluating, approving or rejecting the GC’s work in accordance with the approved construction contract documents. • Determine that the GC’s work is being performed in accordance with the requirements of the contract documents. Endeavor to guard City against defects and deficiencies in the work. As appropriate, require special inspection or testing, or make recommendations to City regarding special inspection or testing of work not in accordance with the provisions of the contract documents whether or not such work is fabricated, installed or completed. • Track and monitor construction costs. • Provide and maintain a digital photographic history of the progress of the project including pre-construction photos of the existing conditions at the project site. Photos will also be taken of the following: showing existing conditions prior to construction; disputed work items; work that has to be duplicated, replaced or removed; completed work, Extra Work. • Record the progress of the project. Maintain a daily log containing a record of weather, GC and subcontractor’s work on site, GC and subcontractor’s equipment with hours on site and idle time, number and names of workers with hours on site, work accomplished, problems encountered, and other relevant data. Provide copies of daily logs to City as requested. Include information on GC and the entire project, showing percentages of completion. Daily Reports should be detailed enough to develop Time and Material payments for the GC’s work in case of future disputes. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C • During the course of construction, maintain one set of plans with markings and dimensions in red ink to denote field changes or other corrections. • Document for ADA compliance. • Review construction staking, as appropriate. • Secure and maintain copies of all permits needed to construct the project and enforce special requirements of each. Coordinate with GC to execute necessary permits. Deliverables: 1. Harris Inspector’s daily and/or special inspection reports. 2. Maintain log of construction staking requests. 3. Maintain a construction-staking plan set in the field office for review, reference, and document any as-built changes. 4. Maintain files of all field notes for review and reference. 2.2 General Construction Survey Quality Assurance Harris will perform quality assurance construction survey services limited to the review and approval of the General Contractor’s construction survey staking for the construction of bridge substructure, falsework, and superstructure elements, and for monitoring settlement in conformance with the construction plans and specifications. The General Contractor is required to furnish and supply all construction surveying staking services necessary for the construction of the Project. Harris will review the General Contractor’s survey taking for completeness and adherence to the boiler plate of approved survey activities (including interval spacing). Harris shall ensure the General Contractor provides survey staking services in conformance with Section 11 "Engineering Surveys" and Section 12 "Construction Surveys", both of the Caltrans Survey Manual, and the Land Surveyors Act. Assumptions: 1. It is assumed that the City and Harris will not provide the Survey services on this contract; all survey will be provided by and under the direction of the General Contractor. 2. A minimum standard of survey quality shall be that of similar surveys performed by Caltrans. Deliverables: 1. Maintain log of construction staking requests related to the bridge substructure, falsework, and superstructure elements. 2. Maintain a construction-staking plan set in the field office for review, reference, and document any as-built changes to the bridge substructure, falsework and superstructure elements. 3. Maintain files of all field notes related to the bridge substructure, falsework, and superstructure elements for review and reference. 3 – MATERIALS TESTING SERVICES 3.1 Materials Testing, Construction Testing & Quality Assurance Program (QAP) Harris will coordinate and manage the utilization of the materials and testing laboratory for the purpose of providing laboratory and field-testing of materials in accordance with the City’s approved Quality Assurance Program (QAP), California Department of Transportation, Construction Manual, Chapters 3-6, “Control of Materials” and Chapter 6, “Sample Types and Frequencies.” Harris will provide for initial “Samples and Tests” on materials proposed for use in the project. Harris will provide for “Acceptance Tests” on materials that will be incorporated into the work, with sampling started as soon as material is delivered or in place. Harris will continue sampling as work progresses. Harris will conduct all testing in a Caltrans Certified Laboratory, or equivalent, with all sampling and testing done by personnel and laboratory with the appropriate accreditation for the testing and sampling designated to perform. Harris will submit proof of the appropriate accreditation for approval by the City. Harris will coordinate the following material sampling and testing services throughout the duration of construction: Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C • Provide a qualified technician and certified laboratory for each test as required by the City’s QAP and Project Specifications. The certifications shall be provided by a nationally recognized organization. • Provide all independent assurance as may be required by the City’s QAP. This may require the use of two independent laboratories and personnel. • Keep records of all samples and tests in the project files as permanent job records. Materials incorporated into the project, represented by failing tests, will be documented in the project files also. Test results shall cite applicable contract requirements, test and/or analytical procedures used. Provide actual results and include a statement that the item tested or analyzed conforms or fails to conform to specified requirements. Test results shall be signed by a testing laboratory representative authorized to sign certified documentation and forward to the City. • Maintain Testing Plan and Log with records on the “Test Plan and Log” the date the test was conducted, the date the test results were forwarded to the Engineer, remarks and acknowledgment that an accredited, or Engineer approved, testing laboratory was used. Submit a copy of the updated “Test Plan and Log” with the Contract Quality Control Report each month. • Maintain a Rework Items List of work performed that does not comply with the Contract. The GC shall be responsible for including on this list items needing rework including those identified by the Engineer. • Report non-compliance results within 24 hours to the City’s Project Manager and City Project Inspector. • Coordinate maximum density tests performed at the job site unless otherwise approved by the City Engineer. • Keep records of all samples and tests in the project files as permanent job records. Materials incorporated into the project, represented by failing tests, shall also be documented in the project files. • Prepare and provide a materials certification memorandum, signed by a California licensed engineer, to the City of Palm Springs upon completion of the project. A copy of the memorandum will be kept in the job files with a note of all non-conforming materials, including materials accepted at reduced pay factors. Deliverables: 1. Laboratory test reports. 2. Summary sheets of all Certificates of Compliance or source release tags furnished by the GC along with the applicable delivered materials at the job site. 3. Testing summary sheets. 4. Coordinate source inspections and special inspections as required by the contract document and the Quality Assurance Program. 5. Documentation of Independent Assurance performed. 4 – ENVIRONMENTAL MONITORING 4.1 Environmental Coordination Harris will review all project permits and requirements, and enforce these requirements as stipulated in permits issued by the regulatory agencies. Harris will provide a Project Biologist acceptable to CDFW for construction surveys and monitoring. Harris will monitor for compliance with NEPA Environmental Commitments Record (ECR) and CEQA Mitigation and Monitoring Reporting Program (MMRP). Harris will monitor for compliance with regulatory permits including the Streambed Alteration Agreement (SAA) with the California Department of Fish and Wildlife (CDFW), the Water Quality Certification (WQC) from the Regional Water Quality Control Board (RWQCB), and the Nationwide Permit (NWP) from the US Army Corps of Engineers (USACOE). Harris will provide a specialized biologist to coordinate Bat Management Surveys and protection. Harris will perform preconstruction nesting and bridge dwelling bird surveys and protection. Harris will prepare a revised Habitat Mitigation and Monitoring Plan (HMMP) with updated baseline (pre- project) conditions to address invasive species control, including non-native plants, in accordance with the SAA. Harris will prepare and provide an Education Program for the GC in accordance with the SAA. Harris will provide all project noticing and reporting required by the WQC. Harris will coordinate monitoring for cultural and archaeological artifacts during construction activities with the Tribal Monitor assigned by the Agua Caliente Band of Cahuilla Indians. Harris will provide a SWPPP QSD/QSP to review, report and enforce the Project SWPPP and NPDES compliance. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Deliverables: 1. Provide a Project Biologist acceptable to CDFW and maintain a monitoring schedule. 2. Provide required pre-construction surveys. 3. Provide weekly inspections as required. 4. Coordinate with the Tribal Monitor during construction activities to monitor for cultural and archeological artifacts. 5. Prepare and submit a revised HMMP for CDFW approval. 6. Prepare and provide an Education Program to the GC to ensure compliance with regulatory permits. 7. Attend pre-construction, and other project meetings as necessary. 8. Provide periodic onsite monitoring during construction for compliance with regulatory permits. 9. Prepare and provide project noticing and reporting required by the WQC. 10. Final compliance monitoring reports. 5 – CONSTRUCTION CLOSEOUT ACTIVITIES 5.1 Contract Closeout Harris will turn over all project files, contract correspondence and documents including final logs at time of project completion. Harris will coordinate the transition of project to City Maintenance and coordinate any training sessions required for City staff. Harris will also provide the following project closeout services: • Administer and coordinate final inspections. • Coordinate the correction and completion of the work. • Assist City in determining when the Project or a designated portion thereof is substantially complete. Prepare for the City, a summary of the status of the work of the GC, listing changes in the previously issued certificates of substantial completion of the work, and recommending the times within which the GC shall complete uncompleted items on the certificate of substantial completion of the work. • Calculate the amount of final payment due prime contractor. • Obtain evidence of certification of all lien releases. • Secure and transmit to City, required guarantees. • Work with City to issue the notice of substantial completion and process the notice of completion. • Coordinate any startup requirements. • Deliver all equipment manuals, special equipment, spare parts, catalogs, and other materials required by specifications. • Collect all “as-built” data from contractors or consultants. • Make recommendation for the release of retention. Deliverables: 1. Notice of Completion form for City. 2. Notices of Completion for any permits, including “duplicate” permits for project and documentation showing the NOT has been recorded. 3. Copy of the GC’s performance bond, good for the warranty period. 4. Final project documentation in accordance with the requirements of the Caltrans Local Assistance Procedures Manual and FHWA requirements. 5. Close out documents in SMARTS. 5.2 Project As-Built Drawings In addition to monitoring the GC’s record drawings, Harris will maintain a copy of up-to-date contract plans for the purpose of aiding the Designer in final review of the record drawings. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Deliverables: 1. One set of contract drawings indicating recorded changes to the contract, as maintained by Harris. This set will be in addition to the GC’s marked up set of contract drawings. Provide one copy of the revised Mylar drawings. The design consultant will prepare the record drawings for the project. 5.3 Final Project Report Harris will review the project documents and prepare a written report for the City. Deliverables: 1. One hard copy and one electronic file will be provided. 5.4 Final Payment, Final Report of Expenditure Checklist Following completion of the contract work, Harris will, in accordance with the Designer, determine the final quantities and cost of all outstanding unit price work and all outstanding approved change order work. Harris will prepare for the City and the GC, a final balancing change order quantifying the final contract amount. GC will include amount of final balancing change order in submission of last certified application for payment, submitted to Harris. Once approved, Harris will forward application for payment to the City for final approval and processing. Deliverables: 1. Final Pay Estimate including finalized bid items, claims, change orders, punch-list items, and corrected shop drawings. 2. GC’s last certified application for payment with application certificate. 3. Report of Expenditure Checklist with attachments. 4. Federal final report including all attachments. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 EXHIBIT “B” SCHEDULE OF COMPENSATION A. The method of payment for this Agreement will be based on actual cost plus a fixed fee. The City 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 Cost Proposal, unless additional reimbursement is provided for by Contract amendment. In no event, will Consultant be reimbursed for overhead costs at a rate that exceeds the City’s approved overhead rate set forth in the Cost Proposal. In the event that the City determines that a change to the work from that specified in the Cost Proposal and Contract is required, the Contract time or actual costs reimbursable by the City shall be adjusted by Contract 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 Contract amendment. B. The indirect cost rate established for this Agreement is extended through the duration of this specific Agreement. Consultant’s agreement to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or Agreement award. C. In addition to the allowable incurred costs, the City will pay Consultant a fixed fee of $110,188.71. 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 Contract amendment, as determined by the City’s Contract Officer. 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 City’s Contract Officer 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 the Scope of Work, the City 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 City’s Contract Officer of itemized invoices. 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 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 shall follow the format stipulated for the approved Cost Proposal and shall reference this Contract number and project title. Final invoice must contain the final cost and all credits due City including any equipment purchased under the provisions of Section 2.7. The final invoice should be submitted within sixty (60) calendar days after completion of Consultant’s work. Invoices shall be emailed to City’s Contract Officer at the following email addresses: Vonda.Teed@palmspringsca.gov; Joel.Montalvo@palmspringsca.gov. I. The total amount payable by the City including the fixed fee shall not exceed $2,133,487.25. 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. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal Note: Mark-ups are Not Allowed Prime Consultant Subconsultant 2nd Tier Subconsultant Consultant Project No. Contract No. Date DIRECT LABOR Hours 92 1520 184 228 1520 190 328 790.88 250 184 184 LABOR COSTS (a) Subtotal Direct Labor Costs (b) Anticipated Salary Increases (see page 2 for calculation) (c) Total Direct Labor Costs [(a) + (b)] INDIRECT COSTS (d) Fringe Benefits Rate 47.45%(e) Fringe Benefits [(c) x (d)] (f) Overhead Rate + G&A 72.11%(g) Overhead [(c) x (f)] (h) General & Admin Rate 0.00%(i) Gen & Admin [(c) x (h)] (j) Total Indirect Costs [(e) + (g) + (i)] FIXED FEE (k) Total Fixed Fee [(c) + (j)] x fixed fee 10%] CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit 19 month 21,850 miles 108 nights 108 ea (l) Total Other Direct Costs SUBCONSULTANTS’ COSTS (Add additional pages if necessary) (m) Total Subconsultants' Costs n) Total Other Direct Costs including Subconsultants [(l) + (m)] TOTAL COST [(c) + (j) + (k) + (n)] NOTES: Unit Cost $1,250.00 0.67$ $ 11,785.20 58.00$ 39.13$ Classification/Title Project Manager Structures Representative Scott Giannini, PE 83.80$ $ 15,419.20 79.45$ $ 26,059.60 Environmental Manager Emily Mastrelli Vehicles (1 ea @ 19 Mo) Mileage (staff without assigned vehicles) 361,892.31$ 80.60$ $ 18,376.80 SWPPP Coordinator Gabrielle Zamora, EIT, QSD 73.21$ Subconsultant 1: Subconsultant 2: $ 27,664.87 $ 7,452.00 $ - Subconsultant 3: Subconsultant 4: Subconsultant 5: Subconsultant 6: 236.00$ 69.00$ Verdantas San Diego Natural History Museum Lodging (staff overnight assignments) Per Diem (staff overnight assignments) $ 142,927.93 $ 27,664.87 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. 10/21/2024 AIX (DBE) Coast Surveying (DBE) 73,506.37$ $ 591,566.30 $ 85,746.00 847,905.10$ Description of Item 600,025.59$ 110,188.71$ 238,133.27$ BRLS-5282(042) Kai Chan Char Hamilton Office Engineer $ 88,160.00 $ 7,434.70 128.10$ Resident Engineer Ibrahim Bakirci, PE, QSD, QSP 142.21$ -$ 921,411.47$ 2,133,487.25$ Harris & Associates, Inc. (Design, Engineering and Environmental Studies) $ 216,159.20 Cost-Plus-Fixed Fee or lump sum or Firm Fixed Price Contracts TotalActual Hourly RateName Marcus Fuller, PE, PLS Exhibit 10-H1 Cost Proposal Page 1 of 3 Total $ 23,750.00 $ 14,639.50 501,861.48$ 490,589.69$ 11,271.79$ Subconsultant 7: Project Engineer (Electrical) Jerry Marquez $ 18,302.50 Environmental Monitor/Biologist Katie Deodat 53.85$ $ 42,588.89 $ 26,063.60 Claims Support Document Control/Labor Compliance Vijay Desai, PE, QSD Scheduler Andrew Beebe, PE 110.00$ $ 20,240.00 141.65$ LPP 17-01 Page 1 of 3 January 2018 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Avg Hourly Rate Contract Duration = $89.67 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Year 1 +=$94.16 Year 2 +=$98.86 Year 3 +=$0.00 Year 4 +=$0.00 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Total Hours Per Year Year 1 *=2956.9 Esimated Hours Year 1 Year 2 *=2513.98 Esimated Hours Year 2 Year 3 *=0 Esimated Hours Year 3 Year 4 *=0 Esimated Hours Year 4 Year 5 *=0 Esimated Hours Year 5 Total =5470.88 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost per Year Year 1 *=$265,153.80 Estimated Hours Year 1 Year 2 *=$236,707.68 Estimated Hours Year 2 Year 3 *=$0.00 Estimated Hours Year 3 Year 4 *=$0.00 Estimated Hours Year 4 Year 5 *=$0.00 Estimated Hours Year 5 Total Direct Labor Cost with Escalation =$501,861.48 Direct Labor Subtotal before Escalation =$490,589.69 Estimated Total of Direct Labor Salary Increase = $11,271.79 NOTES: Exhibit 10-H1 Cost Proposal Page 2 of 3 Cost-Plus-Fixed Fee or lump sum or Firm Fixed Price Contracts (CALCULATIONS FOR ANTICIPATED SALARY INCREASES) Total Hours per Cost Proposal 5470.88 Direct Labor Subtotal per Cost Proposal $490,589.69 Year 5 Avg Hourly Rate Estimated % Completed Each Year Year 2 Avg Hourly Rate Year 3 Avg Hourly Rate $89.67 $94.16 Total Hours per Cost Proposal 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. Avg Hourly Rate Proposed Escalation 5.0% 5.0% 5.0% 5.0% $0.00 0 $0.00 0 Year 4 Avg Hourly Rate Avg Hourly Rate (calculated above) $89.67 $94.16 $98.86 Estimated Hours (calculated above) 2956.9 2513.98 0 100.0% Total 54.0% 46.0% 5470.88 5470.88 LPP 17-01 Page 2 of 3 January 2018 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal Certification of Direct Costs: 1. 2. 3. 4. 5. 6. Prime Consultant or Subconsultant Certifying: Name: Title:* Signature: Certification Date: Email: Phone: Address: List services the consultant is providing under the proposed contract: Exhibit 10-H1 Cost Proposal Page 3 of 3 Actual Cost-Plus-Fixed Fee or lump sum (Firm Fixed Price) contracts (Design, Engineering and Environmental Studies) *An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: Generally Accepted Accounting Principles (GAAP) Terms and conditions of the contract Title 23 United States Code Section 112 - Letting of Contracts 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Construction Management Services Ehab Gerges ehab.gerges@weareharris.com Executive Vice President 949.683.2011 10/21/2024 101 Progress #250, Irvine, CA 92618 LPP 17-01 Page 3 of 3 January 2018 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C SAMPLE COST PROPOSAL Sample Only - Required Cost Proposal Template To Be Determined By Agency Note: Mark-ups are Not Allowed Prime Consultant Subconsultant 2nd Tier Subconsultant Consultant Project No. Contract No. Date DIRECT LABOR Hours 2900 LABOR COSTS (a) Subtotal Direct Labor Costs (b) Anticipated Salary Increases (see page 2 for calculation) (c) Total Direct Labor Costs [(a) + (b)] INDIRECT COSTS (d) Fringe Benefits Rate 0.00%(e) Fringe Benefits [(c) x (d)] (f) Overhead & G&A Rate 90.00%(g) Overhead [(c) x (f)] (h) General & Admin Rate 0.00%(i) Gen & Admin [(c) x (h)] (j) Total Indirect Costs [(e) + (g) + (i)] FIXED FEE (k) Total Fixed Fee [(c) + (j)] x fixed fee 10%] CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit 19 Months (l) Total Other Direct Costs SUBCONSULTANTS’ COSTS (Add additional pages if necessary) (m) Total Subconsultants' Costs n) Total Other Direct Costs including Subconsultants [(l) + (m)] TOTAL COST [(c) + (j) + (k) + (n)] NOTES: -$ 244,514.20$ -$ 23,750.00$ 9/18/2024 Subconsultant 3: 23,750.00$ -$ Description of Item 3. Anticipated salary increases calculation (page 2) must accompany. Subconsultant 1: Subconsultant 2: $ - $ - $ - 591,566.30$ 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. 244,514.20$ 51,619.66$ SAMPLE COST PROPOSAL 1 Total $ 23,750.00 $ - 271,682.44$ 266,800.00$ 4,882.44$ $ - Unit Cost 1,250.00$ Vehicles Name Alfredo Delgado Classification/Title Project Engineer (Roadway/Structrures) (Design, Engineering and Environmental Studies) Cost-Plus-Fixed Fee or Lump Sum or Firm Fixed Price Contracts $ 266,800.00 $ - TotalActual Hourly Rate AIX Consulting, Inc. BRLS-5282(042) 92.00$ $ - Page 1 of 3 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C SAMPLE COST PROPOSAL Sample Only - Required Cost Proposal Template To Be Determined By Agency 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Avg Hourly Rate = $92.00 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Year 1 + = $96.60 Year 2 + = $101.43 Year 3 + = $106.50 Year 4 + = $111.83 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Total Hours Per Year Year 1 * = 1838.6 Esimated Hours Year 1 Year 2 * = 1061.4 Esimated Hours Year 2 Year 3 * = 0 Esimated Hours Year 3 Year 4 * = 0 Esimated Hours Year 4 Year 5 * = 0 Esimated Hours Year 5 Total = 2900 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost per Year Year 1 * = $169,151.20 Estimated Hours Year 1 Year 2 * = $102,531.24 Estimated Hours Year 2 Year 3 * = $0.00 Estimated Hours Year 3 Year 4 * = $0.00 Estimated Hours Year 4 Year 5 * = $0.00 Estimated Hours Year 5 Total Direct Labor Cost with Escalation = $271,682.44 Direct Labor Subtotal before Escalation = $266,800.00 Estimated Total of Direct Labor Salary Increase = $4,882.44 NOTES: 100.0% Total 63.4% 36.6% 2900 2900 2900 2900 Avg Hourly Rate (calculated above) $92.00 $96.60 $101.43 Estimated Hours (calculated above) 1838.6 1061.4 0 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. 4. Calculations for anticipated salary escalation must be provided. Avg Hourly Rate Proposed Escalation 5.0% 5.0% 5.0% 5.0% $111.83 0 $106.50 0 2900 Year 4 Avg Hourly Rate $106.50 Year 5 Avg Hourly Rate Estimated % Completed Each Year Year 2 Avg Hourly Rate Year 3 Avg Hourly Rate $92.00 $96.60 Total Hours per Cost Proposal SAMPLE COST PROPOSAL 1 Cost-Plus-Fixed Fee or Lump Sum or Firm Fixed Price Contracts (Calculations for Anticipated Salary Increases) $101.43 Total Hours per Cost Proposal 2900 Direct Labor Subtotal per Cost Proposal $266,800.00 LPP 17-01 Page 2 of 3 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C SAMPLE COST PROPOSAL Sample Only - Required Cost Proposal Template To Be Determined By Agency Certification of Direct Costs: 1. 2. 3. 4. 5. 6. Prime Consultant or Subconsultant Certifying: Name: Title:* Signature: Certification Email: Phone: 714-640-7168 Address: List services the consultant is providing under the proposed contract: Structures Representative and Structures Inspector Robert Delgado robert@aix.group Executive Principal SAMPLE COST PROPOSAL 1 *An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: Generally Accepted Accounting Principles (GAAP) Terms and conditions of the contract Title 23 United States Code Section 112 - Letting of Contracts 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Page 3 of 3 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Local Assistance Procedures Manual Exhibit 10-H1 Cost Proposal Prime Consultant X Subconsultant 2nd Tier Subconsultant Note: Mark-ups are Not Allowed Consultant Project No. Contract No. Date 7/23/2024 DIRECT LABOR LABOR COSTS a) Subtotal Direct Labor Costs $27,581.60 b) Anticipated Salary Increases (see page 2 for calculations) $482.68 c) TOTAL DIRECT LABOR COSTS [(a) + (b)]$28,064.28 INDIRECT COSTS d) Fringe Benefits (Rate: 89.18% ) e) Total Fringe Benefits [(c) x (d)] 25,027.72$ f) Overhead (Rate: 27.75% ) g) Overhead [(c) x (f)] 7,787.84$ h) General and Administrative (Rate: 60.83% ) i) Gen & Admin [(c) x (h)] 17,071.50$ j) TOTAL INDIRECT COSTS [(e) + (g) + (i)]$49,887.06 FIXED FEE k) TOTAL FIXED FEE [(c) + (j)] x fixed fee 10.000%]$7,795.13 l) CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Unit Cost $0.67 $0 $0 $0 $0 l) TOTAL OTHER DIRECT COSTS $0 m) SUBCONSULTANTS’ COSTS (Add additional pages if necessary) Subconsultant 1: $0 Subconsultant 2: $0 Subconsultant 3: $0 Subconsultant 4: $0 m) TOTAL SUBCONSULTANTS’ COSTS $0 n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l)+(m)]$0 TOTAL COST [(c) + (j) + (k) + (n)]$85,746 NOTES: 3. Anticipated salary increases calculation (page 2) must accompany. Page 1 of 9 January 2018 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. $0 $0 $0 $0 $0 Aerial Target Materials Permit Fees Plan Sheets Test Description of Item Quantity Unit Total Vehicle Mileage 1 $824.00 $1,545.00 $3,022.50 $11,686.90 $10,503.20 $103.00 $77.25 $46.50 $61.51 $55.28 8 20 65 190 190 Survey Party Chief** TBD Survey Chainman** TBD Survey Manager TBD Project Surveyor TBD Survey Analyst TBD EXHIBIT 10-H1 COST PROPOSAL PAGE 1 OF 3 ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES) Classification/Title Name Coast Surveying, Inc. hours Actual Hourly Rate Total Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Local Assistance Procedures Manual Exhibit 10-H1 Cost Proposal 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours)45496 Avg Hourly 5 Year Contract Rate Duration $27,581.60 =58.31205074 Year 1 Avg Hourly Rate Avg Hourly Rate Year 1 $58.31 + = $61.23 Year 2 Avg Hourly Rate Year 2 $61.23 + = $64.29 Year 3 Avg Hourly Rate Year 3 $64.29 + = $67.50 Year 4 Avg Hourly Rate Year 4 $67.50 + = $70.88 Year 5 Avg Hourly Rate Total Hours per Year Year 1 65.00% * = 307.5 Estimated Hours Year 1 Year 2 35.00% * = 165.6 Estimated Hours Year 2 Year 3 * = 0.0 Estimated Hours Year 3 Year 4 0.00% * = 0.0 Estimated Hours Year 4 Year 5 0.00% * = 0.0 Estimated Hours Year 5 Total 100% = 473.0 Year 1 $58.31 *=17928.04 Estimated Hours Year 1 Year 2 $61.23 *=10136.238 Estimated Hours Year 2 Year 3 $64.29 *=0 Estimated Hours Year 3 Year 4 $67.50 *=0 Estimated Hours Year 4 Year 5 $70.88 *=0 Estimated Hours Year 5 =$28,064.28 =$27,581.60 = $482.68 Transfer to Page 1 NOTES:  This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. Calculations for anticipated salary escalation must be provided. Page 2 of 9 January 2018 EXHIBIT 10-H1 COST PROPOSAL PAGE 2 OF 3 ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREASES) 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Cost per Year Total Direct Labor Cost with Escalation Direct Labor Subtotal before Escalation Estimated total of Direct Labor Salary Increase 0 0 0 (calculated above) Avg Hourly Rate (calculated above) 307 166 Estimated hours 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Total Hours 473 Proposed Escalation 5% 5% 5% 5% Direct Labor Subtotal per Cost Proposal per Cost Proposal Total Hours per Cost ProposalCompleted Each Year Estimated % 473.0 473.0 473.0 473.0 Total 473.0 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C SAMPLE COST PROPOSAL Sample Only - Required Cost Proposal Template To Be Determined By Agency Certification of Direct Costs: 1. 2. 3. 4. 5. 6. Prime Consultant or Subconsultant Certifying: Name: Title:* Signature: Certification Date: Email: Phone: Address: List services the consultant is providing under the proposed contract: Land Surveying and Mapping Services Ruel del Castillo ruel.delcastillo@coastsurvey.com President 714-918-6266 9/14/2024 15031 Parkway Loop, Suite B, Tustin, CA 92780 SAMPLE COST PROPOSAL 1 *An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: Generally Accepted Accounting Principles (GAAP) Terms and conditions of the contract Title 23 United States Code Section 112 - Letting of Contracts 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Page 3 of 3 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C SAMPLE COST PROPOSAL Sample Only - Required Cost Proposal Template To Be Determined By Agency Note: Mark-ups are Not Allowed Prime Consultant Subconsultant 2nd Tier Subconsultant Consultant ` Project No. Contract No. Date DIRECT LABOR Hours 240 60 Jeff DeLand 24 Avi Schwartz 16 32 18 24 32 80 526 71.53$ 37,627.16$ LABOR COSTS (a) Subtotal Direct Labor Costs (b) Anticipated Salary Increases (see page 2 for calculation) (c) Total Direct Labor Costs [(a) + (b)] INDIRECT COSTS (d) Fringe Benefits Rate 50.58%(e) Fringe Benefits [(c) x (d)] (f) Overhead & G&A Rate 0.00%(g) Overhead [(c) x (f)] (h) General & Admin Rate 110.53%(i) Gen & Admin [(c) x (h)] (j) Total Indirect Costs [(e) + (g) + (i)] FIXED FEE (k) Total Fixed Fee [(c) + (j)] x fixed fee 10%] CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit 4000 LS 1LS 1LS 1LS (l) Total Other Direct Costs SUBCONSULTANTS’ COSTS (Add additional pages if necessary) (m) Total Subconsultants' Costs n) Total Other Direct Costs including Subconsultants [(l) + (m)] TOTAL COST [(c) + (j) + (k) + (n)] NOTES: 19,506.38$ -$ 42,626.34$ 32,160.00$ 7/30/2024 Subconsultant 3: 32,160.00$ -$ Description of Item 3. Anticipated salary increases calculation (page 2) must accompany. Subconsultant 1: Subconsultant 2: $ 20,000.00 $ 6,500.00 $ - 20,000.00$ 6,500.00$ 142,927.93$ 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. Laboratory Testing - QA Laboratory Testing - Source Inspection Verdantas Inc. Admin Support Source Inspection BRLS-5282(042), CP No 12-02 Classification/Title Field Soils and Materials Testers Associate Engineer / PM 85.69$ 65.64$ $ 1,130.56 C. McCoy / S. Motamedi 37.50$ $ 5,269.80 $ 1,040.16 $ 776.96 62,132.72$ 10,069.81$ SAMPLE COST PROPOSAL 1 Total $ 2,660.00 $ 3,000.00 38,565.40$ 37,627.16$ 938.24$ $ 3,856.00 Stacy Weimer/Others Unit Cost 0.67$ 3,000.00$ 48.20$ Field Inspectors Sr. Satff Engineer/Geologist Mileage Cost Transportation - Source Inspection Name J. Santos/M. Thompson Bashir Saiid, PE Field Supervisor Materials Engineer / SMR Admin Support $ 2,906.56 $ 900.00 (Design, Engineering and Environmental Studies) Cost-Plus-Fixed Fee or Lump Sum or Firm Fixed Price Contracts 35.33$ $ 1,181.52 $ 20,565.60 TotalActual Hourly Rate Multiple Inspectors Roderick Marcia, PE D. Meggers / V. Malu 87.83$ 43.34$ 48.56$ 90.83$ Page 1 of 3 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C SAMPLE COST PROPOSAL Sample Only - Required Cost Proposal Template To Be Determined By Agency 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Avg Hourly Rate = $71.53 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Year 1 + = $75.11 Year 2 + = $78.86 Year 3 + = $82.80 Year 4 + = $86.95 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Total Hours Per Year Year 1 * = 263 Esimated Hours Year 1 Year 2 * = 263 Esimated Hours Year 2 Year 3 * = 0 Esimated Hours Year 3 Year 4 * = 0 Esimated Hours Year 4 Year 5 * = 0 Esimated Hours Year 5 Total = 526 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost per Year Year 1 * = $18,812.39 Estimated Hours Year 1 Year 2 * = $19,753.01 Estimated Hours Year 2 Year 3 * = $0.00 Estimated Hours Year 3 Year 4 * = $0.00 Estimated Hours Year 4 Year 5 * = $0.00 Estimated Hours Year 5 Total Direct Labor Cost with Escalation = $38,565.40 Direct Labor Subtotal before Escalation = $37,627.16 Estimated Total of Direct Labor Salary Increase = $938.24 NOTES: 100.0% Total 50.0% 50.0% 526 526 526 526 Avg Hourly Rate (calculated above) $71.53 $75.11 $78.86 Estimated Hours (calculated above) 263 263 0 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. 4. Calculations for anticipated salary escalation must be provided. Avg Hourly Rate Proposed Escalation 5.0% 5.0% 5.0% 5.0% $86.95 0 $82.80 0 526 Year 4 Avg Hourly Rate $82.80 Year 5 Avg Hourly Rate Estimated % Completed Each Year Year 2 Avg Hourly Rate Year 3 Avg Hourly Rate $71.53 $75.11 Total Hours per Cost Proposal SAMPLE COST PROPOSAL 1 Actual Cost-Plus-Fixed Fee or lump sum (Firm Fixed Price) contracts (Design, Engineering and Environmental Studies) $78.86 Total Hours per Cost Proposal 526 Direct Labor Subtotal per Cost Proposal $37,627.16 Page 2 of 3 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C SAMPLE COST PROPOSAL Sample Only - Required Cost Proposal Template To Be Determined By Agency Certification of Direct Costs: 1. 2. 3. 4. 5. 6. Prime Consultant or Subconsultant Certifying: Name:Title:* Signature:Certification Date: Email:Phone: Address: List services the consultant is providing under the proposed contract: QA material testing and Source Inspection (SIQMP preprared by others). Sean Colorado scolorado@verdantas.com Vice President 858-300-8490 7/30/2024 2600 Michelson Drive, Suite 400, Irvine, CA 92612 SAMPLE COST PROPOSAL 1 *An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: Generally Accepted Accounting Principles (GAAP) Terms and conditions of the contract Title 23 United States Code Section 112 - Letting of Contracts 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Page 3 of 3 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C SAMPLE COST PROPOSAL Sample Only - Required Cost Proposal Template To Be Determined By Agency Note: Mark-ups are Not Allowed Prime Consultant Subconsultant 2nd Tier Subconsultant Consultant Project No. Contract No. Date DIRECT LABOR Hours 96 16 LABOR COSTS (a) Subtotal Direct Labor Costs (b) Anticipated Salary Increases (see page 2 for calculation) (c) Total Direct Labor Costs [(a) + (b)] INDIRECT COSTS (d) Fringe Benefits Rate 0.00%(e) Fringe Benefits [(c) x (d)] (f) Overhead & G&A Rate 53.91%(g) Overhead [(c) x (f)] (h) General & Admin Rate 0.00%(i) Gen & Admin [(c) x (h)] (j) Total Indirect Costs [(e) + (g) + (i)] FIXED FEE (k) Total Fixed Fee [(c) + (j)] x fixed fee 10%] CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit 9 1 600 1 (l) Total Other Direct Costs SUBCONSULTANTS’ COSTS (Add additional pages if necessary) (m) Total Subconsultants' Costs n) Total Other Direct Costs including Subconsultants [(l) + (m)] TOTAL COST [(c) + (j) + (k) + (n)] NOTES: (Design, Engineering and Environmental Studies) Cost-Plus-Fixed Fee or Lump Sum or Firm Fixed Price Contracts $ 1,600.00 $ 13,440.00 TotalActual Hourly Rate San Diego Natural History Musuem BRLS-5282(042) 140.00$ 100.00$ $ - Per diem mileage Name Drew Stokes TBD Classification/Title Bat specialist Biologist 8,108.06$ 2,314.81$ SAMPLE COST PROPOSAL 1 Total $ 1,800.00 $ 402.00 15,040.00$ 15,040.00$ -$ $ - Unit Cost 200.00$ 0.67$ 3. Anticipated salary increases calculation (page 2) must accompany. Subconsultant 1: Subconsultant 2: $ - $ - $ - 27,664.87$ 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. -$ 8,108.06$ -$ 2,202.00$ 9/13/2024 Subconsultant 3: 2,202.00$ -$ Description of Item Page 1 of 3 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C SAMPLE COST PROPOSAL Sample Only - Required Cost Proposal Template To Be Determined By Agency 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Avg Hourly Rate = $134.29 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Year 1 += $141.00 Year 2 += $148.05 Year 3 += $155.46 Year 4 += $163.23 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Total Hours Per Year Year 1 *= 112 Esimated Hours Year 1 Year 2 *= 0 Esimated Hours Year 2 Year 3 *= 0 Esimated Hours Year 3 Year 4 *= 0 Esimated Hours Year 4 Year 5 *= 0 Esimated Hours Year 5 Total = 112 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost per Year Year 1 *= $15,040.00 Estimated Hours Year 1 Year 2 *=$0.00 Estimated Hours Year 2 Year 3 *=$0.00 Estimated Hours Year 3 Year 4 *=$0.00 Estimated Hours Year 4 Year 5 *=$0.00 Estimated Hours Year 5 Total Direct Labor Cost with Escalation = $15,040.00 Direct Labor Subtotal before Escalation = $15,040.00 Estimated Total of Direct Labor Salary Increase =$0.00 NOTES: SAMPLE COST PROPOSAL 1 Cost-Plus-Fixed Fee or Lump Sum or Firm Fixed Price Contracts (Calculations for Anticipated Salary Increases) $148.05 Total Hours per Cost Proposal 112 Direct Labor Subtotal per Cost Proposal $15,040.00 $155.46 Year 5 Avg Hourly Rate Estimated % Completed Each Year Year 2 Avg Hourly Rate Year 3 Avg Hourly Rate $134.29 $141.00 Total Hours per Cost Proposal 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. 4. Calculations for anticipated salary escalation must be provided. Avg Hourly Rate Proposed Escalation 5.0% 5.0% 5.0% 5.0% $163.23 0 $155.46 0 112 Year 4 Avg Hourly Rate Avg Hourly Rate (calculated above) $134.29 $141.00 $148.05 Estimated Hours (calculated above) 112 0 0 100.0%Total 100.0% 0.0% 112 112 112 112 LPP 17-01 Page 2 of 3 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C SAMPLE COST PROPOSAL Sample Only - Required Cost Proposal Template To Be Determined By Agency Certification of Direct Costs: 1. 2. 3. 4. 5. 6. Prime Consultant or Subconsultant Certifying: Name: Title:* Signature: Certification Date: Email: Phone: Address: List services the consultant is providing under the proposed contract: SAMPLE COST PROPOSAL 1 *An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: Generally Accepted Accounting Principles (GAAP) Terms and conditions of the contract Title 23 United States Code Section 112 - Letting of Contracts 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Bat habitat assessment and survey services, preparation of bat manageme plan. Matt Jawlik mjawlik@sdnhm.org CFO/COO 619-255-0213% P.O. Box 121390, San Diego, CA 92101 Page 3 of 3 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Harris & Associates, Inc. 9. Forms  42 Local Assistance Procedures Manual Exhibit 10-O1 Consultant Proposal DBE Commitment EXHIBIT 10-O1 CONSULTANT PROPOSAL DBE COMMITMENT 1.Local Agency:2.Contract DBE Goal: 3.Project Description: 4.Project Location: 5.Consultant's Name: 6.Prime Certified DBE:  7. Description of Work, Service, or Materials Supplied 8.DBE Certification Number Local Agency to Complete this Section 17. Local Agency Contract Number: 18. Federal-Aid Project Number: 19. Proposed Contract Execution Date: 20. 21. Local Agency Representative's Signature 22. Date 23. Local Agency Representative's Name 24. Phone 25. Local Agency Representative's Title Consultant’s Ranking after Evaluation: __________________________ Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. 9.DBE Contact Information 11.TOTAL CLAIMED DBE PARTICIPATION 10.DBE % % IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required. 12. Preparer's Signature 13. Date 14. Preparer's Name 15. Phone 16. Preparer's Title DISTRIBUTION: Original – Included with consultant’s proposal to local agency. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. LPP 18-01 Page 1 of 2 January 2019 Reset Form Replace the existing 4-lane bridge with a new 4-lane bridge. 20%City of Palm Springs City of Palm Springs along South Palm Canyon Drive 0.4 miles south of Ramon Road. 12-02 BRLS-5282(042) Harris & Associates Roadway/Structures Inspection 50515 AIX Consulting - 106 S. Mentor Ave., Suite 201, Pasadena, CA 91106, 714.640.7168 16% Surveying 2128 Coast Surveying, Inc., 15031 Parkway Loop, Suite B, Tustin, CA 92780, 714.918.6266 4% Ehab Gerges, PE Principal-in-Charge 8/1/2024 949.683.2011 20 760-322-8339 City Engineer Joel Montalvo, PE, MPA 1 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C /RFDO$VVLVWDQFH3URFHGXUHV0DQXDO ([KLELW2 &RQVXOWDQW&RQWUDFW'%(&RPPLWPHQW (;+,%,72&2168/7$17&2175$&7'%(&200,70(17  /RFDO$JHQF\  &RQWUDFW'%(*RDO  3URMHFW'HVFULSWLRQ  3URMHFW/RFDWLRQ  &RQVXOWDQW V1DPH  3ULPH&HUWLILHG'%(†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±/RFDO$JHQF\  &RS\±&DOWUDQV'LVWULFW/RFDO$VVLVWDQFH(QJLQHHU '/$( )DLOXUHWRVXEPLWWR'/$(ZLWKLQGD\VRIFRQWUDFW H[HFXWLRQPD\UHVXOWLQGHREOLJDWLRQRIIHGHUDOIXQGVRQFRQWUDFW $'$1RWLFH)RULQGLYLGXDOVZLWKVHQVRU\GLVDELOLWLHVWKLVGRFXPHQWLVDYDLODEOHLQDOWHUQDWHIRUPDWV )RULQIRUPDWLRQFDOO  RU7''   RUZULWH5HFRUGVDQG)RUPV0DQDJHPHQW16WUHHW066DFUDPHQWR&$ 3DJHRI -XO\ Replace the existing 4-lane bridge with a new 4-lane bridge City of Palm Springs 20% City of Palm Springs along South Palm Canyon Drive 0.4 miles south of Ramon Road. Harris & Associates Four$ 847,905.00 $2,133,487 Roadway/Structures Inspection 50515 AIX Consulting, 106 S. Mentor Ave., Suite 201, Pasadena, CA 91106, $ 591,566.0 Surveying 2128 Coast Surveying, Inc., 15031 Parkway Loop, Suite B, Tustin, CA 92780, $ 85,746.00 677,31212-02 CM BRLS-5282(042) 10/10/2024 Joel Montalvo Digitally signed by Joel Montalvo Date: 2024.11.07 13:23:53 -08'00' Joel Montalvo, PE, MPA 760-322-8339 City Engineer 31.75 9/18/24 Marcus Fuller, PE, PLS 760.217.3460 VP Engineering Marcus Fuller Digitally signed by Marcus Fuller Date: 2024.09.20 09:32:41 -07'00' Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C /RFDO$VVLVWDQFH3URFHGXUHV0DQXDO ([KLELW2 &RQVXOWDQW&RQWUDFW'%(&RPPLWPHQW ,16758&7,216±&2168/7$17&2175$&7'%(&200,70(17 &2168/7$176(&7,21 /RFDO$JHQF\ (QWHUWKHQDPHRIWKHORFDORUUHJLRQDODJHQF\WKDWLVIXQGLQJWKHFRQWUDFW &RQWUDFW'%(*RDO (QWHUWKHFRQWUDFW'%(JRDOSHUFHQWDJHDVLWDSSHDUVRQWKHSURMHFWDGYHUWLVHPHQW 3URMHFW'HVFULSWLRQ (QWHUWKHSURMHFWGHVFULSWLRQDVLWDSSHDUVRQWKHSURMHFWDGYHUWLVHPHQW %ULGJH5HKDE6HLVPLF 5HKDE2YHUOD\:LGHQLQJHWF  3URMHFW/RFDWLRQ (QWHUWKHSURMHFWORFDWLRQDVLWDSSHDUVRQWKHSURMHFWDGYHUWLVHPHQW &RQVXOWDQW¶V1DPH (QWHUWKHFRQVXOWDQW¶VILUPQDPH 3ULPH&HUWLILHG'%( &KHFNER[LISULPHFRQWUDFWRULVDFHUWLILHG'%( 7RWDO&RQWUDFW$ZDUG$PRXQW (QWHUWKHWRWDOFRQWUDFWDZDUGGROODUDPRXQWIRUWKHSULPHFRQVXOWDQW 7RWDO'ROODU$PRXQWIRU$// 6XEFRQVXOWDQWV±(QWHUWKHWRWDOGROODUDPRXQWIRUDOOVXEFRQWUDFWHGFRQVXOWDQWV 680  '%(VDOO1RQ'%(V 'RQRWLQFOXGHWKHSULPHFRQVXOWDQWLQIRUPDWLRQLQWKLVFRXQW 7RWDOQXPEHURI$// VXEFRQVXOWDQWV±(QWHUWKHWRWDOQXPEHURIDOOVXEFRQWUDFWHGFRQVXOWDQWV680  '%(VDOO 1RQ'%(V 'RQRWLQFOXGHWKHSULPHFRQVXOWDQWLQIRUPDWLRQLQWKLVFRXQW 'HVFULSWLRQRI:RUN6HUYLFHVRU0DWHULDOV6XSSOLHG (QWHUGHVFULSWLRQRIZRUNVHUYLFHVRUPDWHULDOVWREH SURYLGHG,QGLFDWHDOOZRUNWREHSHUIRUPHGE\'%(VLQFOXGLQJZRUNSHUIRUPHGE\WKHSULPHFRQVXOWDQW¶VRZQIRUFHVLI WKHSULPHLVD'%(,IRIWKHLWHPLVQRWWREHSHUIRUPHGRUIXUQLVKHGE\WKH'%(GHVFULEHWKHH[DFWSRUWLRQWREH SHUIRUPHGRUIXUQLVKHGE\WKH'%(6HH/$30&KDSWHUWRGHWHUPLQHKRZWRFRXQWWKHSDUWLFLSDWLRQRI'%(ILUPV '%(&HUWLILFDWLRQ1XPEHU (QWHUWKH'%(¶V&HUWLILFDWLRQ,GHQWLILFDWLRQ1XPEHU$OO'%(VPXVWEHFHUWLILHGRQ WKHGDWHELGVDUHRSHQHG '%(&RQWDFW,QIRUPDWLRQ (QWHUWKHQDPHDGGUHVVDQGSKRQHQXPEHURIDOO'%(VXEFRQWUDFWHGFRQVXOWDQWV $OVRHQWHUWKHSULPHFRQVXOWDQW¶VQDPHDQGSKRQHQXPEHULIWKHSULPHLVD'%( '%('ROODU$PRXQW (QWHUWKHVXEFRQWUDFWHGGROODUDPRXQWRIWKHZRUNWREHSHUIRUPHGRUVHUYLFHWREH SURYLGHG,QFOXGHWKHSULPHFRQVXOWDQWLIWKHSULPHLVD'%(6HH/$30&KDSWHUIRUKRZWRFRXQWIXOOSDUWLDO SDUWLFLSDWLRQ 7RWDO&ODLPHG'%(3DUWLFLSDWLRQ(QWHUWKHWRWDOGROODUDPRXQWVHQWHUHGLQWKH³'%('ROODU$PRXQW´FROXPQ (QWHUWKHWRWDO'%(SDUWLFLSDWLRQFODLPHG ³7RWDO3DUWLFLSDWLRQ'ROODUV&ODLPHG´GLYLGHGE\LWHP³7RWDO&RQWUDFW $ZDUG$PRXQW´ ,IWKHWRWDOFODLPHGLVOHVVWKDQLWHP³&RQWUDFW'%(*RDO´DQDGHTXDWHO\GRFXPHQWHG*RRG)DLWK (IIRUW *)( LVUHTXLUHG VHH([KLELW+'%(,QIRUPDWLRQ *RRG)DLWK(IIRUWVRIWKH/$30  3UHSDUHU¶V6LJQDWXUH 7KHSHUVRQFRPSOHWLQJWKH'%(FRPPLWPHQWIRUPRQEHKDOIRIWKHFRQVXOWDQW¶VILUPPXVW VLJQWKHLUQDPH 'DWH (QWHUWKHGDWHWKH'%(FRPPLWPHQWIRUPLVVLJQHGE\WKHFRQVXOWDQW¶VSUHSDUHU 3UHSDUHU¶V1DPH (QWHUWKHQDPHRIWKHSHUVRQSUHSDULQJDQGVLJQLQJWKHFRQVXOWDQW¶V'%(FRPPLWPHQWIRUP 3KRQH (QWHUWKHDUHDFRGHDQGSKRQHQXPEHURIWKHSHUVRQVLJQLQJWKHFRQVXOWDQW¶V'%(FRPPLWPHQWIRUP 3UHSDUHU¶V7LWOH (QWHUWKHSRVLWLRQWLWOHRIWKHSHUVRQVLJQLQJWKHFRQVXOWDQW¶V'%(FRPPLWPHQWIRUP /2&$/$*(1&<6(&7,21 /RFDO$JHQF\&RQWUDFW1XPEHU (QWHUWKH/RFDO$JHQF\FRQWUDFWQXPEHURULGHQWLILHU )HGHUDO$LG3URMHFW1XPEHU (QWHUWKH)HGHUDO$LG3URMHFW1XPEHU &RQWUDFW([HFXWLRQ'DWH (QWHUWKHGDWHWKHFRQWUDFWZDVH[HFXWHG /RFDO$JHQF\5HSUHVHQWDWLYH¶V6LJQDWXUH 7KHSHUVRQFRPSOHWLQJWKLVVHFWLRQRIWKHIRUPIRUWKH/RFDO$JHQF\ PXVWVLJQWKHLUQDPHWRFHUWLI\WKDWWKHLQIRUPDWLRQLQWKLVDQGWKH&RQVXOWDQW6HFWLRQRIWKLVIRUPLVFRPSOHWHDQG DFFXUDWH 'DWH (QWHUWKHGDWHWKH'%(FRPPLWPHQWIRUPLVVLJQHGE\WKH/RFDO$JHQF\5HSUHVHQWDWLYH /RFDO$JHQF\5HSUHVHQWDWLYH¶V1DPH (QWHUWKHQDPHRIWKH/RFDO$JHQF\5HSUHVHQWDWLYHFHUWLI\LQJWKH FRQVXOWDQW¶V'%(FRPPLWPHQWIRUP 3KRQH (QWHUWKHDUHDFRGHDQGSKRQHQXPEHURIWKHSHUVRQVLJQLQJWKHFRQVXOWDQW¶V'%(FRPPLWPHQWIRUP /RFDO$JHQF\5HSUHVHQWDWLYH7LWOH (QWHUWKHSRVLWLRQWLWOHRIWKH/RFDO$JHQF\5HSUHVHQWDWLYHFHUWLI\LQJWKH FRQVXOWDQW¶V'%(FRPPLWPHQWIRUP 3DJHRI -XO\ Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Revised 1.14.24 EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Continental Insurance Company American Casualty Company of Reading PA Continental Casualty Company 11/07/2024 USI Insurance Services, LLC Lic # OG11911 10940 White Rock Rd 2nd Fl Rancho Cordova, CA 95670 Jackie Lahr jackie.lahr@usi.com Harris & Associates, Inc. 1401 Willow Pass Rd Ste 500 Concord, CA 94520 35289 20427 20443 A X X X Ded: 0 X X 7092556540 08/01/2024 08/01/2025 2,000,000 1,000,000 15,000 2,000,000 4,000,000 4,000,000 B X 7092547367 08/01/2024 08/01/2025 1,000,000 A X X X 10000 7092552522 08/01/2024 08/01/2025 10,000,000 10,000,000 B N 7092555985 08/01/2024 08/01/2025 X 1,000,000 1,000,000 1,000,000 C Prof/Poll Liab. Claims-Made AEH591891588 08/01/2024 08/01/2025 $5,000,000 Each Claim $10,000,000 Aggregate Ded: $500,000 RE: Construction Management, South Palm Canyon Drive Bridge Replacement at Tahquitz Creek Channel Project, Fed Aid #BRLS-5282(042), City #12-02 City and its officers, council members, officials, employees, agents, and volunteers are additional insureds on the General Liability and Auto Liability policies, on a primary and non-contributory basis, when required by written contract, per attached. Excess follows form. Thirty day notice of cancellation applies to the general liability. 1230129001 (2027) Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 1 of 1 #S46978342/M46971591 HARRIASS5Client#: 2039770 LZMJ5 1 of 1 #S46978342/M46971591 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C This page has been left blank intentionally. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: HARRIS & ASSOCIATES INC. Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Policy No: BUA Policy Effective Date: Form No: CA 04 44 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 4; Page: 1 of 1 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 © Copyright Insurance Services Office, Inc., 2011 7092547367 08/01/2024 08/01/2024 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C This page has been left blank intentionally. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Business Auto Policy Policy Endorsement CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS I. A. 1. 2. a. b. (1) (2) 3. 4. 1. 2. B. 1. 2. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM LIABILITY COVERAGE Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b.The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. Does not apply to: Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or Any such organization that is an insured under any other liability "policy" providing auto coverage. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II – WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: Which are no longer in force; or Whose limits have been exhausted. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Policy No: BUA Policy Effective Date: Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 1 of 4 Underwriting Company: American Casualty Company Of Reading, PA 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 7092547367 08/01/2024 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Business Auto Policy Policy Endorsement C. II. A. B. a. b. C. a. D. a. b. c. d. e. (1) (2) E. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. PHYSICAL DAMAGE COVERAGE Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: $60 per day, in lieu of $20; subject to $1,800 maximum, in lieu of $600. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: $1,000 maximum, in lieu of $600. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: Any covered auto you lease, hire, rent or borrow without a driver; and Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. Such physical damage coverage for hired autos will: Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. Such coverage as is provided by this provision will be subject to a limit of $750 per accident. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Policy No: BUA Policy Effective Date: Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 2 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 7092547367 08/01/2024 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Business Auto Policy Policy Endorsement F. c. d. G. a. b. c. d. (1) (2) III. 1. a. b. (1) (2) 2. IV. A. Electronic Equipment Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories A $100 per occurrence deductible applies to the coverage provided by this provision. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. The most we will pay for loss to a covered auto in any one accident is the lesser of: $5,000; or 20% of the auto's actual cash value (ACV). Drive Other Car Coverage – Executive Officers The following is added to Sections II and III: Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: An auto owned by that "executive officer" or a member of that person's household; or An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. Equal to the greatest of those coverages afforded any covered auto; and Excess over any other collectible insurance. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. BUSINESS AUTO CONDITIONS Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: Policy No: BUA Policy Effective Date: Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 3 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 7092547367 08/01/2024 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Business Auto Policy Policy Endorsement (4) (6) B. C. D. E. a. V. Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: 45 days of coverage in lieu of 30 days. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Policy No: BUA Policy Effective Date: Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 4 of 4 Underwriting Company: American Casualty Company Of Reading, PA 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 7092547367 08/01/2024 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement CNA75079XX (10-16) Page 1 of 2 Policy No: Effective Date: Insured Name: Harris & Associates Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A.in the performance of your ongoing operations subject to such written contract; or B.in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1.the written contract requires you to provide the additional insured such coverage; and 2.this coverage part provides such coverage. II.But if the written contract requires: A.additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B.additional insured coverage with "arising out of" language; or C.additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III.Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A.coverage broader than required by the written contract; or B.a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A.the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1.the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2.supervisory, inspection, architectural or engineering activities; or B.any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V.Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: 7092556540 08/01/2024 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement CNA75079XX (10-16) Page 2 of 2 Policy No: Effective Date: Insured Name: Harris & Associates Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1.primary and non-contributing with other insurance available to the additional insured; or 2.primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI.Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1.give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2.send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3.make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3.does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII.Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A.is currently in effect or becomes effective during the term of this policy; and B.was executed prior to: 1.the bodily injury or property damage; or 2.the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. 7092556540 08/01/2024 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Architects, Engineers and Surveyors General Liability Extension Endorsement CNA74858XX (1-15) Page 16 of 17 Policy No: Effective Date: Insured Name: Harris & Associates Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE – ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended as follows: A.Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B.Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part; and 2.was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation. 7092556540 08/01/2024 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C This page has been left blank intentionally. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. 60606 Policy No: WC Policy Effective Date: Policy Page: Form No: G-19160-B (11-1997) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 1 Underwriting Company: American Casualty Company Of Reading, PA 151 N Franklin St, Chicago, IL © Copyright CNA All Rights Reserved. 7092555985 08/01/2024 Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C This page has been left blank intentionally. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C CNA Paramount Excess and Umbrella Liability Policy PARAMOUNT EXCESS AND UMBRELLA LIABILITY POLICY I. A. 1. 2. a. b. B. 1. 2. a. b. Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. The “Insurer” refers to the insurer providing this insurance as set forth on the Declarations of this Policy. Words and phrases that appear in bold have special meaning. Refer to the section entitled DEFINITIONS. COVERAGES Coverage A - Excess Follow Form Liability The Insurer will pay on behalf of the Insured those damages in excess of the applicable underlying limits. Coverage hereunder will attach only after the full amount of the applicable underlying limits have been exhausted through payment in legal currency of covered loss under all applicable underlying insurance and to which this Coverage A applies. Coverage A under this Policy will then apply in conformance with the provisions of the applicable underlying insurance except for the premium, limits of insurance, deductible, retentions, or any defense obligations and any other terms and conditions specifically set forth in this Policy. Upon exhaustion of the applicable underlying limits, the Insurer shall only pay for damages in excess of the applicable underlying limits. This Coverage A does not provide coverage for any loss not covered by the applicable underlying insurance except and to the extent that such loss is not paid under the applicable underlying insurance solely by reason of the exhaustion of the applicable underlying limits through payment of loss thereunder. This Coverage applies: if the applicable underlying insurance is on an occurrence basis, then only if that which must take place in the policy period of the underlying insurance in order to trigger coverage, takes place during this policy period; and if the applicable underlying insurance is on a claims made basis, then only if: that which must take place in the underlying insurance in order to trigger coverage, takes place after the retroactive date and prior to the end of the policy period; and the claim is first made during the policy period. Coverage B - Umbrella Liability The Insurer will pay on behalf of the Insured those damages in excess of the retained amount: that an Insured becomes legally obligated to pay because of bodily injury, property damage or personal and advertising injury; or because of liability for bodily injury or property damage assumed under an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of such insured contract; and provided that: the bodily injury or property damage occurs during the policy period; the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; Form No:Policy No: Policy Effective Date: Underwriting Company: CUE 7092552522 Policy Page: 1 of 32 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75504XX (03-2015) 08/01/2024 Policy Page: 18 of 58 © Copyright CNA All Rights Reserved. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C This page has been left blank intentionally. Docusign Envelope ID: 5B2EC6B4-4F94-420B-A9B0-468F739B087C