On-Call Project Management and Technical Consulting Services SAMPLE AGREEMENT FOR SERVICES For the LAVTA Atlantis Facility Construction Project APPENDIX B RFP # 2026-04 PAGE B-1 of B-24

July 2026

23133270.2

AGREEMENT BETWEEN

THE LIVERMORE AMADOR VALLEY TRANSIT AUTHORITY (AUTHORITY)

AND

__________________________________________________(CONSULTANT)

AGREEMENT SUMMARY*

Board of Directors’ Date of Award:

Resolution Number:

Effective Date of Agreement:

Services to be Performed (Section 1):

Term of Agreement (Section 3):

Consultant’s Key Representative (Section 4):

Board approved aggregate amount: $

*This Summary is provided for convenience only and is qualified by the specific terms and conditions of the Agreement that will control any conflict between this Summary and the terms of the Agreement.

RFP # 2026-04 PAGE B-2 of B-24

Table of Contents

1. SCOPE OF SERVICES

2. AGREEMENT DOCUMENTS

3. TERM OF AGREEMENT

4. CONSULTANT’S REPRESENTATIVE

5. COMPENSATION

6. MANNER OF PAYMENT

7. NOTICES

8. OWNERSHIP OF WORK

9. CONFIDENTIALITY

10. USE OF SUBCONSULTANTS

11. CHANGES

12. RESPONSIBILITY: INDEMNIFICATION

13. INSURANCE

14. CONSULTANT’S STATUS

15. ASSIGNMENT

16. OTHER GOVERNMENTAL AGENCIES

17. LITIGATION SUPPORT

18. AUTHORITY WARRANTIES

19. AUTHORITY REPRESENTATIVE

20. WARRANTY OF SERVICES

21. CLAIMS OR DISPUTES

22. REMEDIES

23. TEMPORARY SUSPENSION OF WORK

24. TERMINATION

25. PREVAILING WAGE

26. MAINTENANCE, AUDIT AND INSPECTION OF RECORDS

27. NON-DISCRIMINATION ASSURANCE - TITLE VI OF THE CIVIL RIGHTS ACT .. 17

28. EQUAL EMPLOYMENT OPPORTUNITY (EEO)

29. DISADVANTAGED BUSINESS ENTERPRISES (DBE) POLICY; PROMPT

PAYMENT REQUIREMENTS

30. CONFLICT OF INTEREST

31. SUBSTANCE ABUSE PROGRAM [IF APPLICABLE

32. CALIFORNIA PUBLIC RECORD ACT REQUESTS (CPRA)

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33. ADDITIONAL REQUIREMENTS

34. ENGINE AND FLEET REGULATIONS

35. ATTORNEYS’ FEES

36. WAIVER

37. SEVERABILITY

38. NO THIRD PARTY BENEFICIARIES

39. APPLICABLE LAW

40. RIGHTS AND REMEDIES OF THE AUTHORITY

41. BINDING ON SUCCESSORS

42. ENTIRE AGREEMENT; MODIFICATION

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This AGREEMENT for On-Call Project Management and Technical Consulting Services for the LAVTA Atlantis Facility Construction Project (Agreement) is entered into by and between the Livermore Amador Valley Transit Authority (AUTHORITY) located at 1362 Rutan Court, Suite 100, Livermore, CA 94551 and ________________ (CONSULTANT), a ___________[STATE] Corporation located at __________________________[INSERT ADDRESS] (“the Parties”).

1. SCOPE OF SERVICES

This is an Agreement to provide On-Call Project Management and Technical Consulting Services for the LAVTA Atlantis Facility Construction Project. The CONSULTANT agrees to provide these services to the AUTHORITY in accordance with the terms and conditions of this Agreement. In the performance of its work, the CONSULTANT represents that it (1) has and will exercise the degree of professional care, skill, efficiency, and judgment of consultants with special expertise in providing construction project management and technical consulting services; (2) carries all applicable licenses, certificates, and registrations in current and good standing that may be required to perform the work; and (3) will retain all such licenses, certificates, and registrations in active status throughout the duration of this engagement.

The scope of the CONSULTANT’s services will consist of the services set forth in the Request for Proposals dated _________, which is attached hereto and incorporated herein as Exhibit A, as supplemented by the CONSULTANT’s written proposal dated ______, attached hereto and incorporated herein as Exhibit B.

2. AGREEMENT DOCUMENTS

This Agreement consists of the following documents:

(1) This Agreement including Attachment A [negotiated] Insurance Requirements and Attachment B Federal Requirements;

(2) Exhibit A, Request for Proposals;

(3) Work Directives/Task Orders, if applicable

(4) Exhibit B, CONSULTANT’s Proposal including [negotiated] costs/labor rates and all forms.

(5) [ADD ADDITIONAL EXHIBITS IF NECESSARY]

In the event of conflict between or among the terms of the Agreement documents, the order of precedence will be the order of documents listed above, with the first-listed document having the highest precedence and the last-listed document having the lowest precedence.

3. TERM OF AGREEMENT

The term of this Agreement will be for a two-year base term commencing upon _______________ (Effective Date) and ending on [INSERT DATE]. The CONSULTANT will furnish the AUTHORITY with all the materials, equipment and services called for under this Agreement, and perform all other work, if any, described in the solicitation documents.

The AUTHORITY reserves the right, in its sole discretion, to exercise up to three one-year option term(s) to extend the Agreement, pursuant to the terms of this Agreement. If the AUTHORITY determines to exercise the option term(s), the AUTHORITY will give the CONSULTANT at least 30 days’ written notice of its determination.

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It is understood that the term of the Agreement and any option term(s) granted thereto as specified herein are subject to the AUTHORITY’s right to terminate the Agreement in accordance with Section 24 of this Agreement.

4. CONSULTANT’S REPRESENTATIVE

At all times during the term of this Agreement ______________ will serve as the primary staff person of the CONSULTANT to undertake, render, and oversee all of the services under this Agreement. Upon written notice by the CONSULTANT and approval by the AUTHORITY, which will not be unreasonably withheld, the CONSULTANT may substitute this person with another person, who will possess similar qualifications and experience for this position.

5. COMPENSATION

The CONSULTANT agrees to perform the services to be specified in each Work Directive.

Compensation for satisfactory performance of services performed under Work Directives will be as stated in each Work Directive and, unless specifically stated otherwise in the Work Directive, will be in accordance with the hourly labor rates set forth in Exhibit B.

It is expressly understood and agreed that in no event will the CONSULTANT be compensated in an amount greater than the amount specified in any individual Work Directive for the services performed under such Work Directive. Any change order must be in writing and approved by the AUTHORITY’s Project Manager and the Procurement Department.

There is no guaranteed amount of compensation to the CONSULTANT under this Agreement. However, the maximum compensation that the AUTHORITY has authorized to be expended for this Agreement will not exceed $_________________ (write out the number). The AUTHORITY will pay the CONSULTANT in accordance with Section 6.

5.1. GENERAL

Compensation for each project performed under the Agreement will either be Cost-Plus-

Fixed-Fee with a ceiling (CPFF) or Specified Rate of Compensation (SRC).

Project pricing will be allowable only to the extent that estimated costs and costs incurred are compliant with Federal cost principals contained in Title 48, Code of Federal Regulations, Part

31. Any costs for which payment has been made to the CONSULTANT, which are determined by subsequent audit to be unallowable under these Federal cost principals, are subject to repayment by the CONSULTANT to the AUTHORITY.

On an annual basis, no later than 60 days before the start of a succeeding Agreement year, the CONSULTANT may, upon written request, adjust prospectively the labor rates.

Increases in future negotiated Direct Labor Rates shall be limited, if requested, to the most recent Consumer Price Index for All Urban Consumers (CPI-U) for the San Francisco/Oakland/Hayward, CA area available to the AUTHORITY, or up to a maximum of 3.5 percent escalation, whichever is lower. The effective date of the CPI-U adjustment, if any, will commence either the (1) the first day of the second and/or subsequent year(s) of the Agreement, or (2) the date of the CONSULTANT’s request, whichever event is later. Upon approval by the AUTHORITY, the negotiated changes shall remain in effect for the subsequent Agreement year. If the CONSULTANT does not submit a request at least 60 days before the start of the succeeding Agreement year, the CONSULTANT waives any CPI-U increase for that year.

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The CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT's Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fee. In addition, the CONSULTANT will be reimbursed for incurred (actual) direct costs other than salary costs that are identified in the Cost Proposal.

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

When milestone cost estimates are included in the approved Cost Proposal, the CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the AUTHORITY's Project Manager before exceeding such estimate. Progress payments for each project will be made monthly in arrears based on services provided and actual costs incurred.

The CONSULTANT shall not commence performance of work or services until this Agreement has been approved by the AUTHORITY, and notification to proceed has been issued by the AUTHORITY's Procurement Officer. No payment will be made prior to approval or for any work performed prior to approval of this Agreement.

Fixed Fees shall be negotiated prior to the signing of the Agreement and shall apply throughout the life of the Agreement.

5.2. COST OF WORK

The cost of work shall be calculated as the sum of the direct labor times a multiplier for payroll burden, employee benefits, and overhead costs, plus other direct costs as set forth in this Section.

5.3. DIRECT LABOR

5.3.1. GENERAL

Direct Labor Rates shall be as set forth in Exhibit B to this Agreement and shall stay in effect for the first year of the Agreement. The hourly rates (direct labor costs) are subject to salary administration as set forth in Title 48 Code of Federal Regulations Part 31.

Charges by the CONSULTANT, and subconsultants, for an employee’s time shall in no instance exceed the actual amount paid to such employee for time directly spent on services performed under this Agreement by such employee.

For new personnel to be approved after contract award, the CONSULTANT, and subconsultants, shall submit a written request to the Procurement Officer and provide the person’s name, job title, current actual rates, and resume, for the AUTHORITY's review and approval.

New personnel must be approved by the AUTHORITY prior to the new personnel commencing work under a project. Work performed by personnel not previously approved in writing by the AUTHORITY shall be at the CONSULTANT’s own risk.

Increases in hourly rates may not exceed the percentage change of the Consumer Price Index (CPI-U) for the San Francisco/Oakland/Hayward, CA Area (Core Based Statistical Area (CBSA)) area, or 3.5%, whichever is lower.

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5.3.2. Straight Time

Straight time payroll is to be the equivalent annual salary/wage divided by 2080 hours per annum for employees approved to perform services under this Agreement.

5.3.3. Overtime

The AUTHORITY will reimburse the CONSULTANT, and subconsultants, the straight time portion and premium time portion (if payable to the employee in accordance with the CONSULTANT’s employment policies) of its employee’s actual overtime pay during performance of services under this Agreement, provided that the AUTHORITY has approved the overtime, in writing, prior to the incurring of said overtime. Overtime charges must reflect overhead rates reduced by non-applicable employee benefits.

5.4. CONSULTANT AND SUBCONSULTANTS MULTIPLIERS

5.4.1. General

The CONSULTANT, and subconsultants, multipliers may be inclusive of the markups for payroll burden, employee benefits and office overhead for each office location as defined below.

The multiplier is fixed for the first year of the Agreement.

The agreed-upon multipliers shall be used for the CONSULTANT’s and subconsultants’ home office and AUTHORITY-Furnished Field Office, as appropriate to the assigned location of individuals working on the project. The multipliers will be applied to direct labor costs only as defined above. Initial CONSULTANT multipliers are as set forth in Exhibit B.

5.4.2. Payroll Burden

The CONSULTANT and the AUTHORITY agree that the following will be considered as Payroll Burdens and as such will be paid to the CONSULTANT, and subconsultants, as compensation for said costs, as set forth below. “Payroll Burden” is defined as:

The cost of all a) employment taxes, b) CONSULTANT’s, and subconsultant’s, portion of social and retirement charges, and c) contributions imposed by law, or labor contract contributions (if applicable), or regulations, with respect to or measured by CONSULTANT’s, and subconsultant’s, payroll, including but not limited to, the CONSULTANT’s, and subconsultant’s, cost of owner-required insurance.

5.4.3. Employee Benefits

“Employee Benefits” for the CONSULTANT’s and subconsultant’s employees is defined as the cost of all contractual and voluntary employee benefits, including but not limited to, holidays, vacations, sick leave, jury duty leave, group medical, life insurance, salary continuance insurance, bonus schemes (including Director's drawings of dividends), employee stock ownership plan, savings plan, retirement plan, relocation benefits, and all other employee benefit plans.

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5.4.4. Indirect Costs (Office Overhead)

The CONSULTANT, and subconsultants, shall be compensated through an agreed-upon multiplier for overhead, which includes those administrative, clerical, word processing, accounting, and other support staff utilized in performing services under this Agreement, which are not explicitly included in the Consultant's Proposal or approved by the AUTHORITY.

These rates will remain fixed for the initial year of the Agreement. These rates will be reviewed annually on the anniversary of the effective date of the Agreement for the CONSULTANT and its subconsultants and may be adjusted upon the AUTHORITY's approval.

5.4.4.1. The CONSULTANT's and subconsultant's Home Office Overhead rate shall apply to personnel assigned in the CONSULTANT’s and subconsultant’s Home Office in support of the performance of services under this Agreement. Home Office Indirect Cost Rates (overhead) included in the CONSULTANT’s Proposal, including those of their subconsultants, must be substantiated by the most recent (within 12 months) audited reports available, which clearly show the calculations. All such reports shall comply with Federal Acquisition Regulations (FAR) reporting requirements. If audited reports are not available for subconsultants, the CONSULTANT will provide alternate information (i.e. other comparable public agency contract rates) to the AUTHORITY to review for acceptance. The AUTHORITY will have the final decision as to what is acceptable.

5.4.4.2. AUTHORITY-Furnished Field Office Overhead rate shall apply to the CONSULTANT’s, and subconsultant’s, personnel assigned to an AUTHORITY-Furnished Field Office on a full-time basis, for a period of at least 120 calendar days. As these rates cannot be pre-determined by audit, the AUTHORITY reserves the right to negotiate this rate for each firm.

5.5. OTHER DIRECT COSTS (ODCs)

5.5.1. General

Other Direct Costs, including subconsultant’s projects, shall be proposed at cost with a Zero Percent (0%) markup.

5.5.2. Allowable ODCs

Examples of allowable ODCs include, but are not limited to: mileage, parking, tolls, mail costs, film, photo developing, facsimiles, printing/copying, plan reproduction, blueprint services, and subconsultants directly associated with the project. Expenditures for each allowable ODC in excess of $500.00 per month, and not included above, shall require advance approval by the AUTHORITY. Supporting documentation is required for reimbursement of all ODCs.

5.5.3. Subconsultants

With regard to subconsultants, the AUTHORITY will pay the cost of work as defined in Section 5.2 through Section 5.5.4 with Zero Percent (0%) markup. The CONSULTANT may be compensated for initial, or one-time, charges incurred in establishing a project or for pre-approved administration charges.

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5.5.4. Limitations on Direct Costs - The Following Are Limitations:

(1) Vehicles - If applicable and approved by the AUTHORITY, rental vehicles and associated support costs are limited to a total maximum of $500 per month, per vehicle. The standard Internal Revenue Service mileage rates shall apply for use of a personal vehicle.

(2) Travel Expenses - All travel and relocation related plans must be approved in writing by the AUTHORITY prior to the commencement of the travel. If written approval is received for relocations, travel, temporary accommodations and or assistance, FAR 31.205-46(a) Sections 1 and 2 and Federal Travel Regulation (41 CFR 301-304) for Alameda County, California, will apply. Lodging and per diem rates shall not exceed the U.S. General Services Administration (GSA) rate at the time of travel for the specific project site. Costs incurred for travel, subsistence, and relocation of personnel engaged in the performance of services under this Agreement, if approved in advance by AUTHORITY, will include the following:

- Relocation expenses, travel, temporary accommodations, and/or subsistence related to mobilization travel to the CONSULTANT’s dedicated project office or to AUTHORITY-Furnished Field Office for the CONSULTANT's and subconsultant's personnel permanently assigned to the project. Such expenses shall be reduced by any amount received from others by the CONSULTANT or subconsultant for demobilization from the prior project assignment.

- Travel, accommodations, and subsistence (directly related to the Scope of Services) for business trips to the project Site, to the AUTHORITY’s consultants and suppliers, or to other locations approved by the AUTHORITY. Such travel may originate at the CONSULTANT’s or subconsultant’s home office or branch office, or at the CONSULTANT’s dedicated field office, or at AUTHORITY’s central or field offices.

5.5.5. Unallowable ODCs

The following ODCs are not allowable unless they are authorized by prior written approval of the AUTHORITY’s authorized representative:

Costs associated with registration for training, seminars, and technical association meetings.

Costs associated with employee incentive compensation including cash bonuses, suggestion awards, safety awards, and other forms of incentive compensation.

Costs associated with leasing, maintaining, insuring, and operating dedicated project vehicles.

Computer hardware and software support, software licenses, or cellular phone usage.

Safety equipment such as steel-toed boots, safety vests, and hard hats.

Insurance

Cellular phones

Cost of any normal equipment, tools, or vehicles (unless approved) hired, leased or purchased for the performance of services, provided that the depreciated value of such items

RFP # 2026-04 PAGE B-10 of B-24 purchased by the CONSULTANT shall be credited to the AUTHORITY at the completion of the work performed under this Agreement.

Shipping

Drafting supplies

Surveying supplies

Models and renderings

All other ODCs that are not identified in 5.5.2 are considered unallowable ODCs and must be authorized by prior written approval of the AUTHORITY’s authorized representative.

5.6. Maximum Compensation Amount

A maximum not-to-exceed amount established for each project.

Further, it is expressly understood and agreed that in no event shall the CONSULTANT be compensated in an amount greater than the amount specified in any individual project for the services performed under such project without issuance of a written amendment to such project by the AUTHORITY’s Procurement Officer.

If at any time, the CONSULTANT has reason to believe that the total compensation payable for the performance of services under this Agreement will exceed the maximum not-to-exceed amount as set for in the project, the CONSULTANT shall notify the AUTHORITY immediately in writing to that effect, indicating the estimated additional amount necessary to complete the services in the project. Any cost incurred by the CONSULTANT in excess of the not-to-exceed amount established for the project shall be at the CONSULTANT’s own risk.

5.7. Flow Down

The CONSULTANT shall include the requirements regarding audits, compensation and reimbursement for costs and fees in its subconsultant’s agreements, provided such subconsultants have been approved by the AUTHORITY.

6. MANNER OF PAYMENT

The CONSULTANT must submit monthly invoices/billing statements detailing the services performed during the billing period. Each invoice/billing statement must provide a description of the work performed during the invoice period, the contract number [insert contract #], Purchase order #, and the AUTHORITY's Project Manager’s Jennifer Yeamans name. The AUTHORITY will endeavor to pay approved invoices/billing statements within 30 calendar days of their receipt.

The AUTHORITY reserves the right to withhold payment to the CONSULTANT if the AUTHORITY determines that the quantity or quality of the work performed is unacceptable. The AUTHORITY will provide written notice to the CONSULTANT within 10 calendar days of the AUTHORITY’s decision not to pay and the reasons for non-payment. If the CONSULTANT disagrees with the AUTHORITY's decision not to pay and the reasons for non-payment, it must provide written notice detailing the reasons why it disputes the AUTHORITY's decision to the AUTHORITY within 30 calendar days of the AUTHORITY's notice. If the CONSULTANT does not provide written notice in accordance with this section, it waives all rights to challenge the AUTHORITY's decision. Final

RFP # 2026-04 PAGE B-11 of B-24 payment will be withheld until the CONSULTANT performs all required Agreement expiration or termination obligations.

Invoices shall be made in writing and delivered or mailed to the AUTHORITY as follows:

Accounts Payable Livermore Amador Valley Transit Authority 1362 Rutan Court Suite 100 Livermore, CA 94551

The CONSULTANT represents that the CONSULTANT's taxpayer identification number (TIN) is _______________ as evidenced by a completed Federal Form W-9.

7. NOTICES

Except for invoices submitted pursuant to Section 6, all notices or other communications relating to the day-to-day activities of the provided services will be exchanged between the AUTHORITY’s Executive Director or designee, and the CONSULTANT’s _______________.

Notices informing the CONSULTANT of the AUTHORITY's decision to exercise Agreement options (that were exercisable in the AUTHORITY's sole discretion) will be exchanged between the AUTHORITY’s Executive Director or designee, and the CONSULTANT’s ______________ via electronic mail to: ___________________.

All other notices and communications deemed by either party to be necessary or desirable to be given to the other party will be in writing and may be given by personal delivery to a representative of the Parties, by mailing the same postage prepaid, or by email, addressed as follows:

If to the AUTHORITY: Christy Wegener, Executive Director Livermore Amador Valley Transit Authority 1362 Rutan Court, Suite 100 Livermore, CA 94551 Email: ___________________

If to the CONSULTANT: _____________________________ Attn: _________________________

Email: ________________________

The address to which mailings may be made may be changed from time to time by notice mailed or emailed as described above. Any notice given by mail will be deemed given on the day after that on which it is deposited in the United States Mail as provided above.

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8. OWNERSHIP OF WORK

All reports, designs, drawings, plans, specifications, schedules, and other materials prepared, or in the process of being prepared for the services to be performed by the CONSULTANT will be and are the property of the AUTHORITY. The AUTHORITY will be entitled to copies and access to these materials during the progress of the work. Any such materials remaining in the hands of the CONSULTANT or in the hands of any subconsultant upon completion or termination of the work will be immediately delivered to the AUTHORITY. If any materials are lost, damaged, or destroyed before final delivery to the AUTHORITY, the CONSULTANT will replace them at its own expense and the CONSULTANT assumes all risks of loss, damage, or destruction of or to such materials. The CONSULTANT may retain a copy of all material produced under this Agreement for its use in its general business activities.

Any and all rights, title, and interest (including without limitation copyright and any other intellectual-property or proprietary right) to materials prepared under this Agreement are hereby assigned to the AUTHORITY. The CONSULTANT agrees to execute any additional documents that may be necessary to evidence such assignment.

The CONSULTANT represents and warrants that all materials prepared under this Agreement are original or developed from materials in the public domain (or both) and that all materials prepared under and services provided under this Agreement do not infringe or violate any copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any third party.

9. CONFIDENTIALITY

Any AUTHORITY materials that the CONSULTANT has access or materials prepared by the CONSULTANT during the course of this Agreement (“confidential information”) will be held in confidence by the CONSULTANT, which will exercise all reasonable precautions to prevent the disclosure of confidential information to anyone except the officers, employees and agents of the CONSULTANT as necessary to accomplish the rendition of services set forth in Section 1 of this Agreement.

The CONSULTANT, its employees, subcontractors, subconsultants and agents, will not release any reports, information, or other materials prepared in connection with this Agreement, whether deemed confidential or not, without the approval of the AUTHORITY’s Executive Director or designee.

10. USE OF SUBCONSULTANTS

The CONSULTANT must not subcontract any services to be performed by it under this Agreement without the prior written approval of the AUTHORITY, except for service firms engaged in drawing, reprographics, typing, and printing.

Any subcontractors/subconsultants must be engaged under written contract with the CONSULTANT with provisions allowing the CONSULTANT to comply with all requirements of this Agreement, including without limitation the “Ownership of Work” provisions in Section 8. The CONSULTANT will be solely responsible for reimbursing any subcontractors/subconsultants and the AUTHORITY will have no obligation to them.

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11. CHANGES

The AUTHORITY may at any time, by written order, make changes within the scope of work and services described in this Agreement. If such changes cause an increase or decrease in the budgeted cost of or the time required for performance of the agreed-upon work, an equitable adjustment as mutually agreed will be made in the limit on compensation as set forth in Section 5 or in the time of required performance as set forth in Section 3, or both. In the event that the CONSULTANT encounters any unanticipated conditions or contingencies that may affect the scope of work or services and result in an adjustment in the amount of compensation specified herein, or identifies any AUTHORITY conduct (including actions, inaction, and written or oral communications other than a formal contract modification) that the CONSULTANT regards as a change to the contract terms and conditions, the CONSULTANT will so advise the AUTHORITY immediately upon notice of such condition or contingency. The written notice will explain the circumstances giving rise to the unforeseen condition or contingency and will set forth the proposed adjustment in compensation. This notice will be given to the AUTHORITY prior to the time that the CONSULTANT performs work or services related to the proposed adjustment in compensation. The pertinent changes will be expressed in a written supplement to this Agreement issued by the Contracts and Procurement Department prior to implementation of such changes.

Failure to provide written notice and receive AUTHORITY approval for extra work prior to performing extra work may, at the AUTHORITY’s sole discretion, result in non-payment of the invoices reflecting such work.

12. RESPONSIBILITY: INDEMNIFICATION

The CONSULTANT will indemnify, keep and save harmless the AUTHORITY and its directors, officers, agents and employees against any and all suits, claims or actions arising out of any of the following:

A. Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from the performance of this Agreement by the CONSULTANT caused by a negligent act or omission or wilful misconduct of the CONSULTANT or its employees, subcontractors, subconsultants or agents; and

B. Any allegation that materials or services provided by the CONSULTANT under this Agreement infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual-property or proprietary right of any third party.

The CONSULTANT further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses of defense as they are incurred. If any judgment is rendered against the AUTHORITY or any of the other individuals enumerated above in any such action, the CONSULTANT will, at its expense, satisfy and discharge the same.

This indemnification will survive termination or expiration of the Agreement.

13. INSURANCE

Refer to Attachment A, appended hereto, for the Insurance Requirements.

14. CONSULTANT’S STATUS

Neither the CONSULTANT nor any party contracting with the CONSULTANT will be deemed to be an agent or employee of the AUTHORITY. The CONSULTANT is and will be an

RFP # 2026-04 PAGE B-14 of B-24 independent consultant and the legal relationship of any person performing services for the CONSULTANT will be one solely between that person and the CONSULTANT.

15. ASSIGNMENT

The CONSULTANT must not assign any of its rights nor transfer any of its obligations under this Agreement without the prior written consent of the AUTHORITY.

16. OTHER GOVERNMENTAL AGENCIES

Not used.

17. LITIGATION SUPPORT

The CONSULTANT must be willing to provide litigation support related to the performance of this Agreement, including serving as an expert witness if required by the AUTHORITY. In the event that litigation relating to the performance of this Agreement arises, the CONSULTANT will ensure that at least one individual has the appropriate expertise to act as an expert witness and will make that individual or individuals available to consult on issues related to litigation. The CONSULTANT may additionally be required to form expert opinions, draft expert witness reports, and provide expert witness testimony for depositions and other legal proceedings, including mediation, arbitration, and trials.

18. AUTHORITY WARRANTIES

The AUTHORITY makes no warranties, representations, or agreements, either express or implied, beyond such as are explicitly stated in this Agreement.

19. AUTHORITY REPRESENTATIVE

Except when approval or other action is required to be given or taken by the Board of Directors of the AUTHORITY, the AUTHORITY’s Executive Director, or such person or persons the Executive Director may designate in writing from time to time, will represent and act for the

AUTHORITY.

20. WARRANTY OF SERVICES

A. The CONSULTANT warrants that its professional services will be performed in accordance with the professional standards of practices of comparable construction project management and technical consulting firms at the time the services are rendered. In addition, the CONSULTANT will provide such specific warranties as may be set forth in ________________________ as agreed upon by the Parties.

B. In the event that any services provided by the CONSULTANT hereunder are deficient because of the CONSULTANT’s or subconsultant's failure to perform said services in accordance with the warranty standards set forth above, the AUTHORITY will report such deficiencies in writing to the CONSULTANT within a reasonable time. The AUTHORITY thereafter will have:

i. The right to have the CONSULTANT re-perform such services at the CONSULTANT’s expense; or

RFP # 2026-04 PAGE B-15 of B-24

ii. The right to have such services done by others and the costs thereof charged to and collected from the CONSULTANT if, within 30 days after written notice to the CONSULTANT requiring such re-performance, the CONSULTANT fails to give satisfactory evidence to the AUTHORITY that it has undertaken said re-performance; or

iii. The right to terminate the Agreement for default.

C. The CONSULTANT will be responsible for all errors and omissions and is expected to pay for all work as a result of errors and omissions.

21. CLAIMS OR DISPUTES

The CONSULTANT will be solely responsible for providing timely written notice to the AUTHORITY of any claims for additional compensation and/or time in accordance with the provisions of this Agreement. It is the AUTHORITY’s intent to investigate and attempt to resolve any CONSULTANT claims before the CONSULTANT has performed any disputed work.

Therefore, the CONSULTANT’s failure to provide timely notice will constitute a waiver of the CONSULTANT’s claims for additional compensation and/or time.

The CONSULTANT will not be entitled to the payment of any additional compensation for any cause, including any act, or failure to act, by the AUTHORITY, or the failure or refusal to issue a modification, or the happening of any event, thing, or occurrence, unless it has given the AUTHORITY due written notice of a potential claim. The potential claim will set forth the reasons for which the CONSULTANT believes additional compensation may be due, the nature of the costs involved, and the amount of the potential claim.

If based on an act or failure to act by the AUTHORITY, such notice will be given to the AUTHORITY prior to the time that the CONSULTANT has started performance of the work giving rise to the potential claim for additional compensation. In all other cases, notice will be given within 10 days after the happening of the event or occurrence, giving rise to the potential claim.

If there is a dispute over any claim, the CONSULTANT will continue to work during the dispute resolution process in a diligent and timely manner as directed by the AUTHORITY and will be governed by all applicable provisions of the Agreement. The CONSULTANT will maintain cost records of all work that is the basis of any dispute.

If an agreement can be reached that resolves the CONSULTANT claim, the Parties will execute an Agreement modification to document the resolution of the claim. If the Parties cannot reach an agreement with respect to the CONSULTANT claim, they may choose to pursue a dispute resolution process or termination of the Agreement.

22. REMEDIES

In the event the CONSULTANT fails to comply with the requirements of this Agreement in any way, the AUTHORITY reserves the right to implement administrative remedies which may include, but are not limited to, withholding of progress payments and contract retentions, and termination of the Agreement in whole or in part.

RFP # 2026-04 PAGE B-16 of B-24

23. TEMPORARY SUSPENSION OF WORK

The AUTHORITY, in its sole discretion, reserves the right to stop or suspend all or any portion of the work for such period as the AUTHORITY may deem necessary. The suspension may be due to the failure on the part of the CONSULTANT to carry out orders given or to perform any provision of the Agreement or to factors that are not the responsibility of the CONSULTANT.

The CONSULTANT will comply immediately with the written order of the AUTHORITY to suspend the work wholly or in part. The suspended work will be resumed when the CONSULTANT is provided with written direction from the AUTHORITY to resume the work.

If the suspension is due to the CONSULTANT’s failure to perform work or carry out its responsibilities in accordance with this Agreement, or other action or omission on the part of the CONSULTANT, all costs will be at CONSULTANT’s expense, and no schedule extensions will be provided by the AUTHORITY.

In the event of a suspension of the work, the CONSULTANT will not be relieved of the CONSULTANT’s responsibilities under this Agreement, except the obligations to perform the work that the AUTHORITY has specifically directed the CONSULTANT to suspend under this section.

If the suspension is not the responsibility of the CONSULTANT, suspension of all or any portion of the work under this Section may entitle the CONSULTANT to compensation and/or schedule extensions subject to the Agreement requirements.

24. TERMINATION

A. Termination for Convenience. The AUTHORITY may terminate this Agreement for convenience at any time by giving sixty days written notice to the CONSULTANT.

Upon receipt of such notice, the CONSULTANT may not commit itself to any further expenditure of time or resources, except for costs reasonably necessary to effect the termination. If the AUTHORITY terminates the Agreement for convenience, the AUTHORITY agrees to pay the CONSULTANT, in accordance with the provisions of Sections 5 and 6, all sums actually due and owing from the AUTHORITY upon the effective date of termination, plus any costs reasonably necessary to effect the termination. The CONSULTANT is not entitled to any payments for lost profit on work to be performed after the date of termination, including, without limitation, work not yet performed, and milestones not yet achieved. All finished or unfinished documents and any material procured for or produced pursuant to this Agreement as of the date of termination are the property of the AUTHORITY upon the effective date of the termination for convenience. The CONSULTANT and its subcontractors must cooperate in good faith in any transition to other vendors or consultants as the AUTHORITY deems necessary. Failure to so cooperate is a breach of the Agreement and grounds for the termination for convenience to be treated as a termination for default.

B. Termination for Default. If the CONSULTANT fails to perform any of the provisions of this Agreement, the AUTHORITY may find the CONSULTANT to be in default. After delivery of a written notice of default, the AUTHORITY may terminate the Agreement for default if the CONSULTANT 1) does not cure such breach within 7 calendar days; or 2) if the nature of the breach is such that it will reasonably require more than 7 days to commence curing, as determined in the AUTHORITY’s discretion, provide a plan to cure such breach which is acceptable to the AUTHORITY within 7 calendar days. If the CONSULTANT cures the default within the cure period but subsequently defaults again, the AUTHORITY may immediately terminate the Agreement without further notice or right to cure. In the event of the filing a petition

RFP # 2026-04 PAGE B-17 of B-24 for bankruptcy by or against the CONSULTANT or for appointment of a receiver for CONSULTANT’s property, the AUTHORITY may terminate this Agreement immediately without the thirty-day cure period.

Upon receipt of a notice of termination for default, the CONSULTANT may not commit itself to any further expenditure of time or resources. The AUTHORITY agrees to remit final payment to the CONSULTANT in an amount to cover only those sums actually due and owing from the AUTHORITY for work performed in full accordance with the terms of the Agreement as of the effective date of termination. The AUTHORITY is not in any manner liable for the CONSULTANT’s actual or projected lost profits had the CONSULTANT completed the services required by this Agreement, including, without limitation, services not yet performed, expenses not yet incurred, and milestones not yet achieved. All finished or unfinished documents, and any equipment or materials procured for or produced pursuant to this Agreement become the property of the AUTHORITY upon the effective date of the termination for default.

C. The rights and remedies of the AUTHORITY provided in this section are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

25. PREVAILING WAGE

Not used

26. MAINTENANCE, AUDIT AND INSPECTION OF RECORDS

All CONSULTANT and subcontractor/subconsultant costs incurred in the performance of this Agreement will be subject to audit. The CONSULTANT and its subcontractors/subconsultants will permit the AUTHORITY, the State Comptroller, and their authorized representatives, FTA, the U.S. DOT Office of Inspector General, and the Comptroller General of the United States, or any of their authorized representatives to inspect, examine, take excerpts from, transcribe, and copy the CONSULTANT’s books, work, documents, papers, materials, payrolls records, accounts, and any and all data relevant to the Agreement at any reasonable time, and to audit and verify statements, invoices or bills submitted by the CONSULTANT pursuant to this Agreement. The CONSULTANT will also provide such assistance as may be required in the course of such audit.

The CONSULTANT will retain these records and make them available for inspection hereunder for a period of four (4) years after expiration or termination of the Agreement.

If, as a result of the audit, it is determined by the AUTHORITY’s auditor or staff that reimbursement of any costs including profit or fee under this Agreement was in excess of that represented and relied upon during price negotiations or represented as a basis for payment, the CONSULTANT agrees to reimburse the AUTHORITY for those costs within sixty (60) days of written notification by the AUTHORITY.

27. NON-DISCRIMINATION ASSURANCE - TITLE VI OF THE CIVIL RIGHTS ACT

The CONSULTANT shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The CONSULTANT shall carry out applicable requirements of 49 C.F.R. Part 26 in the award and administration of U.S. DOT-assisted contracts. Further, the CONSULTANT agrees to comply with all provisions prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000d et seq., and with U.S. DOT regulations, RFP # 2026-04 PAGE B-18 of B-24

"Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21. The CONSULTANT shall obtain the same assurances from its joint venture partners, subcontractors, and subconsultants by including this assurance in all subcontracts entered into under this Agreement. Failure by the 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 AUTHORITY deems appropriate.

28. EQUAL EMPLOYMENT OPPORTUNITY (EEO)

In connection with the performance of this Agreement, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, religion, citizenship, political activity or affiliation, national origin, ancestry, physical or mental disability, marital status, age, medical condition (as defined under California law), veteran status, sexual orientation, gender identity, gender expression, sex or gender (which includes pregnancy, childbirth, breastfeeding, or related medical conditions), taking or requesting statutorily protected leave, or any other characteristics protected under federal, state, or local laws. The CONSULTANT shall take affirmative actions to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, disability, national origin, or any other characteristic protected under state, federal, or local laws.

Such actions shall include, but not be 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. The CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this non-discrimination clause. The CONSULTANT further agrees to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials.

The CONSULTANT will, in all solicitations or advancements for employees placed by or on behalf of the CONSULTANT, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

The CONSULTANT will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee’s essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the CONSULTANT's legal duty to furnish information.

29. DISADVANTAGED BUSINESS ENTERPRISES (DBE) POLICY; PROMPT

PAYMENT REQUIREMENTS

The AUTHORITY is committed to and has adopted a Disadvantaged Business Enterprise (DBE) Policy to ensure non-discrimination in the award and administration of all contracts and to create a level playing field on which DBEs can compete fairly for contracts and subcontracts relating to

RFP # 2026-04 PAGE B-19 of B-24 construction, procurement, and professional services activities. To this end, the AUTHORITY has developed procedures to remove barriers to DBE participation in the bidding and award process and to assist DBEs to develop and compete successfully outside of the DBE Program. In connection with the performance of this Agreement, the CONSULTANT will cooperate in meeting these commitments and objectives. On October 3, 2025, the U.S. Department of Transportation (DOT) issued an Interim Final Rule amending Title 49 of the Code of Federal Regulations Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs (Interim Final Rule). As a result of the Interim Final Rule, LAVTA has placed a moratorium on some of the DBE requirements associated with this solicitation and resulting agreement.

Pursuant to 49 CFR §26.13, and as a material term of this Agreement, the CONSULTANT hereby makes the following assurance and agrees to include this assurance in any agreements it makes with subconsultants in the performance of this contract:

“The CONSULTANT or subcontractor/subconsultant must not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT must carry out applicable requirements of 49 CFR Part 26 in the award and administration of U.S. DOT-assisted contracts. Failure by the CONSULTANT or subcontractor/subconsultant to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the AUTHORITY deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the contractor from future bidding as non-responsible.”

The AUTHORITY implements its DBE Policy in accordance with DOT regulations, and no contract-specific DBE participation goal has been established for this Agreement. However, CONSULTANT must cooperate with the AUTHORITY in meeting its commitments and objectives with regard to ensuring nondiscrimination in the award and administration of contracts and must use its best efforts to ensure that barriers to DBE’s participation do not exist.

Prompt Payment Requirements

The CONSULTANT agrees to pay each subcontractor for satisfactory performance of its contract no later than 30 days from the receipt of each payment the CONSULTANT receives from the AUTHORITY. The CONSULTANT agrees to pay all retainage owed to each subcontractor for satisfactory completion of the accepted work within 30 days after the AUTHORITY's payment to the CONSULTANT. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following the written approval of the AUTHORITY. This clause applies to both DBE and non-DBE subcontractors. For purposes of this section, a subcontractor's work is satisfactorily completed when all the tasks called for in the subcontract have been accomplished and documented as required by the AUTHORITY. When the AUTHORITY has made an incremental acceptance of a portion of a prime contract, the work of a subcontractor covered by that acceptance is deemed to be satisfactorily completed.

If applicable California state law requires the CONSULTANT to pay subcontractors within a shorter time period than the 30-day time periods set forth above, the CONSULTANT must comply with the applicable state law. The CONSULTANT 's attention is called to Bus. & Prof.

Code, § 7108.5 (requiring prime contractors to pay subcontractors working on public works of improvement within 7 days…