Common use of ALLOWABLE COSTS AND PAYMENTS Clause in Contracts

ALLOWABLE COSTS AND PAYMENTS. Consultant will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct labor costs, employee benefits, overhead, and fees. These rates are not adjustable for the performance period set forth in this Agreement. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by NCTC’s Project Representative of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall include a written report of the work performed. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE and the finalized project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTC’s Project Representative at the address provided in Exhibit A. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant (a) Contractor will be reimbursed for hours worked at the hourly rates specified in Consultant’s Contractors Cost Proposal and documented in (Exhibit 10-H1 Cost ProposalA-1, page 5). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementContract. (1b) In addition, Consultant Contractor will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. (2c) Specific projects will be assigned to Contractor through issuance of Task Orders. (d) After a project to be performed under this contract is identified by City, City will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a City Project Coordinator. The draft Task Order will be delivered to Contractor for review. Contractor shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both City and Contractor. (e) Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Contractor’s Cost Proposal. (f) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3g) When milestone cost estimates are included in the approved Cost Proposal, Consultant Contractor shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4h) Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5i) Consultant Contractor shall not commence performance of work or services until this Agreement contract has been approved by NCTCCity, and notification to proceed has been issued by NCTCCity’s Project RepresentativeContract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreementcontract. (6j) Consultant A Task Order is of no force or effect until returned to City and signed by an authorized representative of City. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by City. (k) Contractor will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCity’s Project Representative Contract Administrator of itemized invoicesinvoices in triplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant Contractor is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE number, project title and the finalized project titleTask Order number. Credits due to NCTC City that include any equipment purchased under the provisions of Section 45 III, 7 (Equipment Purchase) of this AgreementExhibit E, must be reimbursed by Consultant Contractor prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed to NCTCCity’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (7l) The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementContract. (8) m) The total amount payable by NCTC City for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written contract amendment. (9n) If the Consultant Contractor fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10o) Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. (11p) All subcontracts The total amount payable by City for all Task Orders resulting from this contract shall not exceed $(Amount). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this contract through Task Orders. Section 10.1 (Property of City) of Exhibit C to this contract is deleted in excess of $25,000 shall contain its entirety, and replaced with the above provisions.following:

ALLOWABLE COSTS AND PAYMENTS. Consultant (a) CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultantthe CONSULTANT’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementAGREEMENT. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. (1b) In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of Work. (2c) Specific projects will be assigned to CONSULTANT through issuance of Task Orders. (d) After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. (e) Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal. (f) CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT. (g) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT will be responsible for transportation and subsistence costs in excess of State rates. (3h) When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4i) Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5j) Consultant CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, LOCAL AGENCY and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementAGREEMENT. (6k) Consultant A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. (l) CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE this AGREEMENT number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 of this AgreementArticle XI Equipment Purchase, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this AgreementAGREEMENT. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (7m) The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementAGREEMENT. (8) n) The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written amendment. (9o) If the Consultant CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10p) Task Orders may not be used to amend the language (or the terms) of this Agreement and may not AGREEMENT nor to exceed the Scope scope of Work work under this AgreementAGREEMENT. (11q) All subcontracts in excess of $25,000 The total amount payable by LOCAL AGENCY for all Task Orders resulting from this AGREEMENT shall contain the above provisionsnot exceed $ (Amount). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AGREEMENT through Task Orders.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S COST PROPOSAL as referenced and defined in Exhibit “C”, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal and identified COST PROPOSAL. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal COST PROPOSAL and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by written agreement or task order to accommodate the changed work. The maximum total cost as specified in Paragraph “H” shall not be exceeded, unless authorized by written agreement. B. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee which shall not exceed , ($). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the executed Task Order/Scope event of Worka significant change in the SCOPE OF WORK and such adjustment is made by written agreement or task order. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) D. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV - Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each PLAN as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project PLAN title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX - Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxxx Xxxxxx Project Manager San Joaquin County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed exceed I. Salary increases will be reimbursable if the amount agreed new salary is within the salary range identified in the approved Cost Proposal and is approved by COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in Section 10 abovethe California Labor Code, unless authorized by written amendmentall salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. (9) J. COUNTY shall manage and administer task expenditure limits and associated CONSULTANT and subconsultant expenditure limits in accordance with the COST PROPOSAL. If the Consultant fails tasks are completed by CONSULTANT and subconsultants and accepted by COUNTY, and if CONSULTANT can verify cost savings that result in available residual unexpended funds, then these amounts shall be identified by CONSULTANT and reported to satisfactorily complete COUNTY. If CONSULTANT forecasts any task expenditure limit overruns and associated CONSULTANT cost limit overruns or subconsultant cost limit overruns, then these cost overruns shall be identified by CONSULTANT and reported to COUNTY. Prior written COUNTY approval must be secured before any cost overrun can be authorized. If residual unexpended funds are available, then these funds, at COUNTY’S discretion and with prior written COUNTY approval, may be applied to cost overruns as well as additional supplemental work COUNTY may request from CONSULTANT. CONSULTANT shall provide a deliverable according monthly written summary of progress, critical issues, schedule, and budget performance, etc, and any cost savings or forecasted overruns are to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completedidentified by CONSULTANT and reported to COUNTY. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this AGREEMENT will be reimbursed based on lump sum. The total lump sum price paid to VENDOR will include compensation for hours worked at the hourly rates specified in Consultant’s Cost Proposal all work and documented deliverables, including travel and equipment described in Exhibit 10-H1 Cost ProposalA. No additional compensation will be paid to VENDOR, unless there is a change in the scope of the work or the scope of the project. The specified hourly rates shall include direct labor costsIn the instance of a change in the scope of work or scope of the project, employee benefits, overhead, adjustment to the total lump sum compensation will be negotiated between VENDOR and feesLOCAL AGENCY. These rates are Adjustment in the total lump sum compensation will not adjustable for the performance period set forth in this Agreementbe effective until authorized by AGREEMENT amendment and approved by LOCAL AGENCY. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) B. Progress payments for each Task Order/Scope of Work will may be made monthly in arrears based on services provided and actual costs incurredthe percentage of work completed by VENDOR. If VENDOR fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of VI Termination. (5) Consultant C. VENDOR shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, LOCAL AGENCY and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant D. VENDOR will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative LOCAL AGENCY of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant VENDOR is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal Exhibit B and shall reference this AGREEMENT. Final invoice must contain the contract number WE final cost and the finalized project title. Credits all credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 of this Agreement, XI. Equipment Purchase. The final invoice must be reimbursed submitted within sixty (60) calendar days after completion of VENDOR’s work unless a later date is approved by Consultant prior to the expiration or termination of this AgreementLOCAL AGENCY. Invoices shall be mailed submitted to NCTC’s Project Representative LOCAL AGENCY at the address provided in Exhibit A.following address: Town of Los Gatos Attn: Accounts Payable Via email: XX@xxxxxxxxxx.xxx (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) E. The total amount payable by NCTC LOCAL AGENCY shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$ . (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this Agreement will be reimbursed for hours worked at based on actual cost plus a fixed fee and will be based on the hourly rates specified Specific Rates of Compensation set forth in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Article CVI, Cost Proposal, of Attachment C, Compensation Plan, which is attached hereto and incorporated herein by reference. The specified hourly rates shall include direct COUNTY 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 as agreed upon in each Task Order. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreementthe Compensation Plan, unless modified by written amendment signed by the authorized representatives of both parties. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds COUNTY’s approved overhead rate set forth in the Compensation Plan. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. (2) C. Specific assignments will be authorized to CONSULTANT through issuance of Task Orders. D. Each Task Order will identify the scope of services, expected results, deliverables, period of performance and will designate a COUNTY Task Coordinator. CONSULTANT shall prepare a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be prepared in accordance with the format as specified in the County Consulting Services Manual and shall be signed by both COUNTY and CONSULTANT. E. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCompensation Plan. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) F. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual allowable costs incurred. (5) Consultant G. CONSULTANT shall not commence performance of work or services until this Agreement has been approved by NCTCCOUNTY, and notification to proceed has been issued by NCTC’s Project RepresentativeCOUNTY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant H. A Task Order is of no force or effect until returned to COUNTY and signed by an authorized representative of COUNTY. No expenditures are authorized on a assignment and work shall not commence until a Task Order for that assignment has been executed by COUNTY. I. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative COUNTY’S Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report , or upon completion of the work performedTask Order. Invoices shall follow the format stipulated for in the approved Cost Proposal and shall reference the contract number WE and the finalized project titleCOUNTY’S Consulting Services Manual. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase and Other Capital Expenditures of this Agreement, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.Article I. (7) J. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates time frame specified in the Task Orders/Scope of Work. No each Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) K. The total amount payable by NCTC COUNTY for an individual Task Order shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendmentthe Task Order. Additional services or budget will require the issuance of a new Task Order. (9) L. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) M. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. (11) All subcontracts in excess of N. The total amount payable by COUNTY for all Task Orders resulting from this Agreement shall not exceed $25,000 shall contain the above provisions3,000,000. O. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this Agreement through Task Orders.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in ConsultantCONSULTANT’s Cost Proposal and documented in fee schedule (Exhibit 10-H1 Cost ProposalA). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for as provided in the performance period set forth in fee schedules attached to this AgreementContract. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal fee schedule and identified in the Cost Proposal fee schedule and in the executed Task Work Order/Scope of Work. C. Specific projects or tasks will be assigned to CONSULTANT through issuance of Work Orders. D. After a project or task to be performed under this Contract is identified by COUNTY, COUNTY will prepare a draft Work Order; less the cost estimate. A draft Work Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a COUNTY Project Coordinator. The draft Work Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Work Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Work Order shall be signed by both COUNTY and CONSULTANT and the COUNTY will issue a notification to proceed for the Work Order. E. Work Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s fee schedule. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposalfee schedule. (3) G. When milestone cost estimates are included in the approved Cost ProposalWork Order, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement Contract has been approved by NCTCCOUNTY, and notification to proceed has been issued by NCTCCOUNTY’s Project RepresentativeContract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementContract. (6) Consultant J. A Work Order is of no force or effect until returned to COUNTY and signed by an authorized representative of COUNTY. No expenditures are authorized on a project and work shall not commence until a Work Order for that project has been executed by COUNTY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, upon reimbursed within 30 days of receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Work Order/Scope of Work. Invoices shall be submitted no later than 45 forty-five (45) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report , or upon completion of the work performedWork Order. Invoices shall follow the format stipulated for the approved Cost Proposal Work Order and shall reference the contract number WE Contract number, project title and the finalized project titleWork Order number. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 Article 10 Equipment Purchase of this AgreementContract, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this AgreementContract. Invoices shall be mailed or emailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A. (7) following address: County of San Xxxx Obispo Xxxx Xxxxxxx, Construction Engineer County Government Center, Room 000 Xxx Xxxx Xxxxxx, XX 00000 xxxxxxxx@xx.xxx.xx.xx L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkWork Order. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementContract. (8) M. The total amount payable by NCTC COUNTY for an individual Work Order shall not exceed the amount agreed to in Section 10 abovethe Work Order, unless authorized by written Contract amendment. (9) N. If the Consultant CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Work Order, no payment will be made until the deliverable has been satisfactorily completed. (10) Task O. Work Orders may not be used to amend this Agreement Contract and may not exceed the Scope scope of Work work under this AgreementContract. (11) P. The amount payable by COUNTY for all Work Orders resulting from this Contract shall not exceed $250,000 per year. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this Contract through Work Orders. Q. All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this CONTRACT will be reimbursed based on actual cost plus a fixed fee. CITY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by a contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds CITY’s approved overhead rate set forth in the Cost Proposal. In the event, that CITY determines that a change to the work from that specified in the Cost Proposal and identified CONTRACT is required, the CONTRACT time or actual costs reimbursable by the CITY shall be adjusted by a 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 a contract amendment. B. The indirect cost rate established for this CONTRACT is extended through the duration of this specific CONTRACT. CONSULTANT’s CONTRACT to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or CONTRACT award. C. In addition to the allowable incurred costs, the CITY will pay CONSULTANT a fixed fee of $(AMOUNT). The fixed fee is nonadjustable for the term of the CONTRACT, except in the Cost Proposal and event of a significant change in the executed Task Order/Scope scope of Workwork and such adjustment is made by a contract amendment. (2) D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) E. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) F. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article II Statement of Work, the CITY shall have the right to delay payment or terminate this CONTRACT. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. G. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementCONTRACT. (6) Consultant H. CONSULTANT will be reimbursed, as reimbursed promptly as fiscal procedures will permit, according to California Regulations upon receipt by NCTCthe CITY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this CONTRACT number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC that include CITY including any equipment purchased under the provisions of Section 45 Article X Equipment Purchase. The final invoice should be submitted within sixty (60) calendar days after completion of this Agreement, must be reimbursed by Consultant prior to the expiration or termination of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCthe CITY’s Project Representative Contract Administrator at the address provided in Exhibit A. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.following address:

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this AGREEMENT will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposalbased on lump sum. The specified hourly rates shall total lump sum price paid to CONTRACTOR will include direct labor costscompensation for all work and deliverables, employee benefits, overhead, including travel and feesequipment described in Article III Statement of Work. These rates are not adjustable for the performance period set forth in this Agreement. (1) In addition, Consultant No additional compensation will be reimbursed for incurred (actual) direct costs other than labor costs that are paid to CONTRACTOR, unless there is a change in the Cost Proposal and identified scope of the work or the scope of the project. In the instance of a change in the Cost Proposal scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONTRACTOR and VCTC. Adjustment in the executed Task Order/Scope of Work. (2) Reimbursement for transportation total lump sum compensation will not be effective until authorized by AGREEMENT amendment and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) by VCTC. Progress payments for each Task Order/Scope of Work will may be made monthly in arrears based on services provided and actual costs incurredthe percentage of work completed by CONTRACTOR. The Contractor will submit applications for progress payments on forms acceptable to VCTC for approval to match the Schedule of Values. For Schedule of Values, refer to the Scope of Work Attachment 4, Standard Specification 01 29 73 Schedule of Values. (5) Consultant B. If CONTRACTOR fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, VCTC shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination. C. CONTRACTOR shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, VCTC and notification to proceed has been issued by NCTC’s Project RepresentativeVCTC’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant D. CONTRACTOR will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative VCTC’S Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONTRACTOR is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC VCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, Article XI Equipment Purchase. The final invoice must be reimbursed submitted within sixty (60) calendar days after completion of CONTRACTOR’s work unless a later date is approved by Consultant prior to the expiration or termination of this AgreementVCTC. Invoices shall be mailed to NCTCVCTC’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Ventura County Transportation Commission Attn: Xxxxxx Xxxxx 000 X. Xxxxx Xx., Xxxxx 000 Camarillo, CA 93010 Progress Payments shall also be submitted electronically to: Attn: Xxxxxx Xxxxx xxxxxx@xxxxxxxxx.xxx (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) E. The total amount payable by NCTC VCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$[AMOUNT]. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant 27 A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s CONSULTANTs Cost Proposal and documented in Exhibit 10-H1 Cost 28 Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. 29 These rates are not adjustable for the performance period set forth in this AgreementContract. (1) 1 B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are 2 in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. (2) 3 C. Specific assignments will be authorized to CONSULTANT through issuance of Task Orders. 4 D. Each Task Order will identify the scope of services, expected results, deliverables, period of performance and 5 will designate a COUNTY Task Coordinator. CONSULTANT shall prepare a Cost Estimate, including a written 6 estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, 7 overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and 8 total cost; the finalized Task Order shall be prepared in accordance with the format as specified in the County 9 Consulting Services Manual and shall be signed by both COUNTY and CONSULTANT. 10 E. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal11 Compensation Plan. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) 12 F. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual 13 allowable costs incurred. (5) Consultant 14 G. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been 15 approved by NCTC, COUNTY and notification to proceed has been issued by NCTCCOUNTY’s Project RepresentativeContract Administrator. No 16 payment will be made prior to approval or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant 17 H. A Task Order is of no force or effect until returned to COUNTY and signed by an authorized representative of 18 COUNTY. No expenditures are authorized on a assignment and work shall not commence until a Task Order 19 for that assignment has been executed by COUNTY. 20 I. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative 21 Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work 22 performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the 23 performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of the work performed. Invoices shall 24 follow the format stipulated for in the approved Cost Proposal and shall reference the contract number WE and the finalized project titleCOUNTY’s Consulting Services Manual. Credits due to NCTC COUNTY that include 25 any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreementcontract, must be 26 reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed to NCTC27 COUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.Article I. (7) 28 J. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates time frame specified in the Task Orders/Scope of Work. No each Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) 29 K. The total amount payable by NCTC COUNTY for an individual Task Order shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment1 the Task Order. Additional services or budget will require the issuance of a new Task Order. (9) 2 L. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, 3 no payment will be made until the deliverable has been satisfactorily completed. (10) 4 M. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this 5 Agreement. (11) All subcontracts in excess of 6 N. The total amount payable by COUNTY for all Task Orders resulting from this contract shall not exceed 7 $25,000 shall contain the above provisions[Amount]. 8 O. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will 9 be authorized under this contract through Task Orders.

ALLOWABLE COSTS AND PAYMENTS. Consultant will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct labor costs, employee benefits, overhead, and fees. These rates are not adjustable for the performance period set forth in this Agreement. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Audit Representative before exceeding such estimate. (4) Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Audit Representative. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by NCTC’s Project Audit Representative of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall include a written report of the work performed. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE WE120071923 and the finalized project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTC’s Project Audit Representative at the address provided in Exhibit A. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant 1. The method of reimbursement authorized by STATE for PROJECT expenditures made by APPLICANT under this Agreement will be reimbursed for hours worked at based on actual costs incurred. STATE will reimburse the hourly rates specified in ConsultantSTATE’s Cost Proposal PROPORTIONATE SHARE of actual costs (based on Section III of Exhibit A and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct including labor costs, employee benefits, overheadtravel, equipment rental costs, and feesother direct costs) incurred by APPLICANT in performance of the work. These rates are APPLICANT will not adjustable be reimbursed for actual costs that exceed the performance period estimated wage rates, employee benefits, travel, equipment rental, fringe benefit rates, and other estimated costs set forth in APPLICANT’s cost proposal (Exhibit A1) unless additional reimbursement is provided for by Agreement amendment. In the event that STATE determines additional work beyond that specified in APPLICANT’s cost proposal and this Agreement is required to produce a satisfactory PROJECT, the actual costs reimbursable by STATE may be increased by Agreement amendment to accommodate that additional work. The maximum total costs as specified in Section III of Exhibit A of this Agreement, shall not be exceeded unless authorized by Agreement amendment. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) . Reimbursement for transportation and subsistence costs shall not exceed the rates as specified to be paid nonrepresented/excluded State employees under then current State Department of Personnel Administration rules detailed in the approved Cost ProposalCaltrans Travel And Expense Guide. (3) When milestone cost estimates are included in . General and administrative PROJECT overhead is unallowable under the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTCResources Agency of California’s Project Representative before exceeding such estimateEnvironmental Enhancement and Mitigation Program Procedures and Criteria guidelines. (4) . Progress payments for each Task Order/Scope of Work will be allowed and may be made no less than monthly in arrears based on services provided PROJECT work performed and actual allowable incurred costs incurredauthorized as part of the PROJECT. (5) Consultant shall . APPLICANT may not commence performance of any reimbursable PROJECT development work or services until or PROJECT capital outlay work before both program adoption and funding allocation by the California Transportation Commission and execution of this Agreement has been approved PROJECT agreement by NCTC, both APPLICANT and notification STATE. Reimbursement is subject to proceed has been issued annual appropriation by NCTC’s Project Representativethe Legislature in the State Budget for the Environmental Enhancement and Mitigation Program Fund. 6. No payment APPLICANT will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant will be reimbursed, reimbursed as promptly as fiscal procedures will permit, permit upon receipt by NCTCSTATE’s Project Representative Local Program Accounting office in the Division of itemized Accounting of signed invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope One original and two copies of Work. Invoices the invoice (in the format shown in Exhibit C) shall be submitted no later than 45 calendar days after the performance of work for which Consultant APPLICANT is billing. Invoices shall include a written report of detailed backup information supporting the work performed. Invoices shall follow The final invoice must contain the format stipulated final cost and all credits due STATE, including credits or reimbursements due STATE for the approved Cost Proposal and shall reference the contract number WE and the finalized project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, must be reimbursed by Consultant prior to the expiration or termination Article V of this Agreement. Invoices The final invoice shall be mailed to NCTC’s Project Representative the Caltrans District Director, ATTN: District Local Assistance Engineer, for PROJECT completion and final invoice approval. Progress invoices shall be mailed directly to STATE at the address provided in Exhibit A. (7) The period following address: DEPARTMENT OF TRANSPORTATION Accounting Service Center, MS 33 Division of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 aboveAccounting P. O. Box 942874 Sacramento, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.CA 94274-0001

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s CONSULTANTs Cost Proposal and documented in (Exhibit 10-H1 Cost ProposalA). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementContract. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this contract is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTCLOCAL AGENCY, and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreementcontract. (6) Consultant J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoicesinvoices in triplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreementcontract, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementContract. (8) M. The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written contract amendment. (9) N. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this contract shall not exceed $669,287 (11) All subcontracts in excess of $25,000 shall contain the above provisionssix hundred sixty-nine thousand and two hundred and eighty-seven dollars). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this contract through Task Orders.

ALLOWABLE COSTS AND PAYMENTS. Consultant 28 A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s CONSULTANTs Cost Proposal and documented in Exhibit 10-H1 Cost 29 Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. 1 These rates are not adjustable for the performance period set forth in this AgreementContract. (1) 2 B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are 3 in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. (2) 4 C. Specific assignments will be authorized to CONSULTANT through issuance of Task Orders. 5 D. Each Task Order will identify the scope of services, expected results, deliverables, period of performance and 6 will designate a COUNTY Task Coordinator. CONSULTANT shall prepare a Cost Estimate, including a written 7 estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, 8 overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and 9 total cost; the finalized Task Order shall be prepared in accordance with the format as specified in the County 10 Consulting Services Manual and shall be signed by both COUNTY and CONSULTANT. 11 E. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal12 Compensation Plan, attached hereto as Attachment C1 and by this reference incorporated herein. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) 13 F. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual 14 allowable costs incurred. (5) Consultant 15 G. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTC16 COUNTY, and notification to proceed has been issued by NCTC’s Project RepresentativeCOUNTY’S Contract Administrator. No payment will 17 be made prior to approval or for any work performed prior to approval of this Agreementcontract. (6) Consultant 18 H. A Task Order is of no force or effect until returned to COUNTY and signed by an authorized representative of 19 COUNTY. No expenditures are authorized on an assignment and work shall not commence until a Task Order 20 for that assignment has been executed by COUNTY. 21 I. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative COUNTY’S 22 Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the 24 performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of the work performed. Invoices shall 25 follow the format stipulated for in the approved Cost Proposal and shall reference the contract number WE and the finalized project titleCOUNTY’S Consulting Services Manual. Credits due to NCTC COUNTY that include 26 any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreementcontract, must be 27 reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed to NCTC28 COUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.Article I. (7) 29 J. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates time frame specified in the Task Orders/Scope of Work. No each Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S COST PROPOSAL as referenced and defined in Exhibit “C”, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal and identified COST PROPOSAL. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal COST PROPOSAL and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by written agreement or task order to accommodate the changed work. The maximum total cost as specified in the executed Task Order/Scope of WorkParagraph “H” shall not be exceeded, unless authorized by written agreement. (2) B. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) D. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV – Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit but not to exceed forty-five (45) days upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each PROJECT as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project PROJECT title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX – Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided following address: Xxxx Xxxx, PE Engineering Services Manager San Joaquin County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 I. Salary increases will be reimbursable if the new salary is within the salary range identified in Exhibit A.the approved Cost Proposal and is approved by COUNTY’s Contract Administrator. (7) The period J. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of performance for Task Orders/Scope of Work changes in the prevailing wage rates are reimbursable. K. COUNTY shall be manage and administer task expenditure limits and associated CONSULTANT and subconsultant expenditure limits in accordance with dates specified the COST PROPOSAL. If tasks are completed by CONSULTANT and subconsultants and accepted by COUNTY, and if CONSULTANT can verify cost savings that result in the Task Orders/Scope of Workavailable residual unexpended funds, then these amounts shall be identified by CONSULTANT and reported to COUNTY. No Task Order/Scope of Work will If CONSULTANT forecasts any task expenditure limit overruns and associated CONSULTANT cost limit overruns or subconsultant cost limit overruns, then these cost overruns shall be identified by CONSULTANT and reported to COUNTY. Prior written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 aboveCOUNTY approval must be secured before any cost overrun can be authorized. If residual unexpended funds are available, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Workthen these funds, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.at COUNTY’S discretion

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in ConsultantCONSULTANT’s approved Cost Proposal and documented in Exhibit 10-H1 Cost Proposal(Attachment I). The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. Rate increases due to salary increases may be considered upon issuance of a new Task Order. Rate increases will be evaluated for reasonableness and must be approved in advance by the Contract Administrator. These rates are not adjustable for the performance period set forth in this Agreementthe Task Order. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’s Contract Administrator of hard copy, itemized invoices, conforming with the CONSULTANT’s approved Cost Proposal herein. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal herein and identified in the approved Cost Proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order, less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal. F. CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including escalations, that take place during the term of the AGREEMENT. G. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalState rates. (3) H. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) I. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant J. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTCLOCAL AGENCY, and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant K. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. L. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of undisputed and properly submitted itemized invoices, conforming with the CONSULTANT approved Cost Proposal herein. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 forty-five (45) calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE this AGREEMENT number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 of this AgreementArticle XI Equipment Purchase, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this AgreementAGREEMENT. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A. (7) following address: M. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementAGREEMENT. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this Agreement will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) Article CVI, Cost Proposal, of Attachment C, Compensation Plan, which is attached hereto and incorporated herein by reference, unless additional reimbursement is provided for by a written amendment signed by the authorized representatives of both parties. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal and identified Agreement is required, the Agreement time or actual costs reimbursable by COUNTY shall be adjusted by a written amendment signed by the authorized representatives of both parties to accommodate the changed work. The maximum total cost as specified in paragraph H of this Article shall not be exceeded, unless authorized by a written amendment signed by the authorized representatives of both parties. B. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee of $XXX.XX. The fixed fee is nonadjustable for the term of the Agreement, except in the Cost Proposal and event of a significant change in the executed Task Order/Scope scope of Workwork and such adjustment is made by a written amendment signed by the authorized representatives of both parties. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) D. When milestone or phase cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone or phase cost estimate from NCTC’s Project Representative the COUNTY Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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 this Agreement, COUNTY shall have the right to delay payment or terminate this Agreement. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this Agreement. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by NCTC’s Project Representative COUNTY Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone or phase and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal using the Project-Specific & Multi-Phase Contract Invoice Templates provided in the COUNTY Consulting Services Manual and shall reference the contract this Agreement number WE and the finalized project PROJECT title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreement, must . The final invoice shall be reimbursed by Consultant prior to the expiration or termination submitted within sixty (60) calendar days after completion of this AgreementCONSULTANT’s work. Final invoices not submitted within sixty (60) calendar days after completion of CONSULTANT’s work will not be paid. Invoices shall be mailed to NCTC’s Project Representative COUNTY Contract Administrator at the address provided in Exhibit A.Article I, paragraph B. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC COUNTY including the fixed fee shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$XXXX. (9) If I. Salary increases will be reimbursable if the Consultant fails to satisfactorily complete a deliverable according to new salary is within the schedule set forth salary range identified in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completedCompensation Plan and is approved by COUNTY Contract Administrator. (10) Task Orders may not be used J. For personnel subject to amend 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. K. The services included under the terms of this Agreement and may are funded in whole or in part as noted below: Federal funds: [☐] are included [☒] are not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.included State funds: [X] are included [☐] are not included

ALLOWABLE COSTS AND PAYMENTS. Consultant The method of payment for this AGREEMENT will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposalbased on lump sum. The specified hourly rates shall total lump sum price paid to CONSULTANT will include direct labor costscompensation for all work and deliverables, employee benefits, overhead, including travel and feesequipment described in Article III Statement of Work. These rates are not adjustable for the performance period set forth in this Agreement. (1) In addition, Consultant No additional compensation will be reimbursed for incurred (actual) direct costs other than labor costs that are paid to CONSULTANT, unless there is a change in the Cost Proposal and identified scope of the work or the scope of the project. In the instance of a change in the Cost Proposal scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and LOCAL AGENCY. Adjustment in the executed Task Order/Scope of Work. (2) Reimbursement for transportation total lump sum compensation will not be effective until authorized by AGREEMENT amendment and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) by LOCAL AGENCY. Progress payments for each Task Order/Scope of Work will may be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant the percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, LOCAL AGENCY and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this Agreement. (6) Consultant AGREEMENT. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 of this Agreement, Article XI Equipment Purchase. The final invoice must be reimbursed submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by Consultant prior to the expiration or termination of this AgreementLOCAL AGENCY. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) following address: The total amount payable by NCTC LOCAL AGENCY shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$(Amount). (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in ConsultantCONSULTANT’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, overheadprevailing wages, employer payments, overhead expenses and fees. These rates are not adjustable for the performance period set forth in this Agreement. CONSULTANT will be reimbursed within thirty (30) calendar days after COUNTY’s receipt of itemized invoices in duplicate. (1) B. In addition, Consultant CONSULTANT will be reimbursed for actual incurred (actual) direct costs costs, other than labor costs salary costs, that are in the Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this Agreement is identified by COUNTY, COUNTY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a COUNTY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead costs and fees, if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both COUNTY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. CONSULTANT shall be responsible for any future adjustments to prevailing wage rates, including, without limitation, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT will also be responsible for paying the appropriate rate, including, without limitation, escalations that take place during the terms of the Agreement. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT shall be responsible for transportation and subsistence costs in excess of applicable state rates. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval in the form of an amendment to this Agreement for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of perform any work or services until this Agreement has been approved by NCTCCOUNTY, and notification to proceed has been issued by NCTCCOUNTY’s Project RepresentativeContract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant J. A Task Order is of no force or effect until returned to COUNTY and signed by an authorized representative of COUNTY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by COUNTY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, upon reimbursed within thirty (30) calendar days after COUNTY’s receipt by NCTC’s Project Representative of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE this Agreement number, project title and the finalized project titleTask Order number. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 Article XI – Equipment Purchase of this Agreement, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A. (7) following address: COUNTY: Humboldt County Department of Public Works – Engineering Division Attention: Xxxx Xxxxxxxx, Contract Administrator 0000 Xxxxxx Xxxxxx Eureka, California 95501 L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this Agreement. (8) M. The total amount payable by NCTC COUNTY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written amendmentan amendment thereto. (9) N. If the Consultant CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. P. The total amount payable by COUNTY for all Task Orders resulting from this Agreement shall not exceed [AMOUNT] (11) All subcontracts in excess of $25,000 shall contain the above provisions$ , . ). It is understood and agreed that there is no guarantee, either expressed or implied, that this dollar amount will be authorized under this Agreement.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The Contractor’s cost proposal as approved by City (“Cost Proposal” or “approved Cost Proposal”) is included in Exhibit A. Contractor will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 the Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementContract. (1) B. In addition, Consultant Contractor will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work.Proposal.. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) D. When milestone cost estimates are included in the approved Cost Proposal, Consultant Contractor shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant E. Contractor shall not commence performance of work or services until this Agreement contract has been approved by NCTCCity, and notification to proceed has been issued by NCTCCity’s Project RepresentativeContract Manager. No payment will be made prior to approval or for any work performed prior to approval of this Agreementcontract. (6) Consultant F. Contractor will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCity’s Project Representative Contract Manager of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. invoices in triplicate.. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant Contractor is billing, or upon completion of the Contract. Invoices shall include a written report of detail the work performedperformed on each milestone, as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE and the finalized project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTCCity’s Project Representative Contract Manager at the address provided specified in Exhibit A.Xxxxxxx 0, Xxxxxxxxx X. (7) G. The period of performance for Task Orders/Scope of Work this contract shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement.Exhibit A. (8) H. The total amount payable by NCTC City shall not exceed the amount agreed to in Section 10 abovethe Contract, unless authorized in advance by written amendment.amendment to the Contract. SAMPLE (9) I. If the Consultant Contractor fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of WorkContract, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend J. The total amount payable by City for this Agreement and may contract shall not exceed the Scope of Work under this Agreement. (11) All subcontracts amount stated in excess of $25,000 shall contain the above provisions.Section 1, Paragraph B.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S COST PROPOSAL as referenced and defined in Exhibit “C”, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal and identified COST PROPOSAL. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal COST PROPOSAL and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by written agreement or task order to accommodate the changed work. The maximum total cost as specified in Paragraph “H” shall not be exceeded, unless authorized by written agreement. B. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee which shall not exceed , ($). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the executed Task Order/Scope event of Worka significant change in the SCOPE OF WORK and such adjustment is made by written agreement or task order. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) D. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV - Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each PLAN as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project PLAN title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX - Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxxx Levers PLAN Manager San Xxxxxxx County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed exceed I. Salary increases will be reimbursable if the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If new salary is within the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth salary range identified in the Scope approved Cost Proposal and is approved by COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of Work, no payment will be made until changes in the deliverable has been satisfactorily completedprevailing wage rates are reimbursable. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s CONSULTANTs Cost Proposal and documented in Exhibit 10-H1 Cost Proposal(Attachment A). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementContract. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this contract is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTCLOCAL AGENCY, and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreementcontract. (6) Consultant J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoicesinvoices in triplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreementcontract, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxxx Xxxxxx C/CAG of San Mateo County 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx Xxxx, XX 00000 (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementContract. (8) M. The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written contract amendment. (9) N. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. (11) P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this shared contract shall not exceed $200,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this contract through Task Orders. Q. All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s CONSULTANTs Cost Proposal and documented in Exhibit 10-H1 Cost Proposal(Attachment A). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementContract. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this contract is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTCLOCAL AGENCY, and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreementcontract. (6) Consultant J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreementcontract, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxxx Xxxxxx C/CAG of San Mateo County 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx Xxxx, XX 00000 (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementContract. (8) M. The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written contract amendment. (9) N. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. (11) P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this contract shall not exceed $400,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this contract through Task Orders. Q. All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in ConsultantCONSULTANT’s Cost Proposal and documented in (Exhibit 10-H1 Cost ProposalA). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this Agreement. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal Exhibit “A” and in the executed Task Order/Scope of WorkProject Supplement. C. Specific projects will be assigned to CONSULTANT through issuance of Project Supplements. The COUNTY’s Director of Public Works shall have the authority to sign individual Project Supplements up to a maximum amount of five hundred thousand dollars and no cents (2$500,000.00). The maximum cumulative total compensation for services provided by CONSULTANT for all Project Supplement Agreements issued for the life of this Agreement shall be two million, five hundred thousand dollars and no cents ($2,500,000.00). D. After a project to be performed under this Agreement is identified by COUNTY, COUNTY will prepare a draft Project Supplement, less the cost estimate. A draft Project Supplement will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a COUNTY Project Coordinator. The draft Project Supplement will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Project Supplement within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount based on the labor rates set forth in Exhibit “A”. After an agreement has been reached on the negotiable items and total cost; the finalized Project Supplement shall be signed by both COUNTY and CONSULTANT. E. Compensation for Project Supplements may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant Estimate CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Project Supplement will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement has been approved by NCTCCOUNTY, and notification to proceed has been issued by NCTC’s Project RepresentativeCOUNTY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant J. A Project Supplement is of no force or effect until returned to COUNTY and signed by an authorized representative of COUNTY. No expenditures are authorized on a project and work shall not commence until a Project Supplement for that project has been executed by COUNTY. X. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of WorkProject Supplement. Invoices shall be submitted no later than 45 forty-five (45) calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Project Supplement. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE number, project title and the finalized project titleProject Supplement number. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 5 - Equipment Purchase of this Agreementcontract, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreement. Invoices shall be mailed delivered to NCTC’s Project Representative COUNTY’S Contract Administrator at the address provided in Exhibit A.following address: Xxx Xxxxxxx Merced County DPW 000 X 0xx Xxxxxx Xxxxxx, XX 00000 Or by email to: xxxxxxxx@xxxxxxxxxxxxxx.xxx (7) L. The period of performance for Task Orders/Scope of Work Project Supplements shall be in accordance with dates specified in the Task Orders/Scope of WorkProject Supplement. No Task Order/Scope of Work Project Supplement will be written which with a period of performance that extends beyond the expiration date of this Agreement. (8) M. The total amount payable by NCTC COUNTY for an individual Project Supplement shall not exceed the amount agreed to in Section 10 abovethe Project Supplement, unless authorized by written amendmentamendment to the Project Supplement. (9) N. If the Consultant CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Project Supplement, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders O. Project Supplements may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. P. The total amount payable by COUNTY for all Project Supplements resulting from this contract shall not exceed two million five hundred thousand dollars and no cents (11) All subcontracts in excess of $25,000 shall contain the above provisions2,500,000.00). It is understood and agreed that there is no guarantee, either expressed or implied, that this dollar amount will be authorized under this contract through Project Supplements.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. Contractor will be reimbursed for hours worked at the hourly rates specified in ConsultantContractor’s Cost Proposal and documented in (Exhibit 10-H1 Cost ProposalC). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesall other fees and charges. These rates are not adjustable for the performance period set forth in this AgreementContract. (1) B. In addition, Consultant Contractor will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of WorkWork Proposal Form (WPF). C. Specific projects will be assigned to Contractor through issuance of WPFs. D. After a project to be performed under this contract is identified by County, County will prepare a draft WPF, less the cost estimate. A draft WPF will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a County Project Coordinator. The draft WPF will be delivered to Contractor for review. Contractor shall return the draft WPF within ten (210) calendar days along with a cost estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost, the finalized WPF shall be signed by both County and Contractor. E. WPFs may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Contractor’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalProposal (Exhibit C). (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant the Contractor shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the County Contract Administrator before exceeding such cost estimate. (4) H. Progress payments for each Task Order/Scope of Work WPF will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. Contractor shall not commence performance of work or services until this Agreement agreement has been approved by NCTCCounty, and notification to proceed has been issued by NCTCCounty’s Project RepresentativeContract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreementagreement. (6) Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt J. A WPF is of no force or effect until returned to County and signed by NCTC’s Project Representative an authorized representative of itemized invoicesCounty. Invoices itemizing all costs No expenditures are required authorized on a project and work shall not commence until a WPF for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall include a written report of the work performed. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE and the finalized that project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, must be reimbursed has been executed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTC’s Project Representative at the address provided in Exhibit A.County. (7) K. The period of performance for Task Orders/Scope of Work WPFs shall be in accordance with dates specified in the Task Orders/Scope of WorkWPF. No Task Order/Scope of Work WPF will be written which extends beyond the expiration date of this Agreement. (8) L. The total amount payable by NCTC County for an individual WPF shall not exceed the amount agreed to in Section 10 abovethe WPF, unless authorized by written contract amendment. (9) M. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka WPF, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders N. WPFs may not be used to amend this Agreement agreement and may not exceed the Scope scope of Work work under this Agreement. (11) O. The total amount payable by County for all WPFs resulting from this agreement shall not exceed $ 300,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this contract through WPFs. P. Salary increases will be reimbursable if the new salary is within the salary range identified in Exhibit C and is approved by the Director. Q. All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant ‌ A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultantthe CONSULTANT’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementAGREEMENT. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal. CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalState rates. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, LOCAL AGENCY and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE this AGREEMENT number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 of this AgreementArticle XI Equipment Purchase, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this AgreementAGREEMENT. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementAGREEMENT. (8) M. The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written amendment. (9) N. If the Consultant CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend the language (or the terms) of this Agreement and may AGREEMENT nor to exceed the scope of work under this AGREEMENT. P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this AGREEMENT shall not exceed the Scope of Work $ (Amount). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AgreementAGREEMENT through Task Orders. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S COST PROPOSAL as referenced and defined in Exhibit “C”, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal and identified COST PROPOSAL. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal COST PROPOSAL and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by written agreement or task order to accommodate the changed work. The maximum total cost as specified in Paragraph “H” shall not be exceeded, unless authorized by written agreement. B. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee . The fixed fee is nonadjustable for the term of the AGREEMENT, except in the executed Task Order/Scope event of Worka significant change in the SCOPE OF WORK and such adjustment is made by written agreement or task order. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) D. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV – Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit but not to exceed forty-five (45) days upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each PROJECT as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project PROJECT title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX – Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxxx Xxxx, PE Engineering Services Manager San Joaquin County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed I. Salary increases will be reimbursable if the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If new salary is within the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth salary range identified in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completedapproved Cost Proposal and is approved by COUNTY’s Contract Administrator. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. A-E will be reimbursed for hours worked at the hourly rates specified in Consultantthe A-E’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementCONTRACT. A-E will be reimbursed within thirty (30) days upon receipt by COUNTY’S Contract Administrator of itemized invoices in duplicate. (1) B. In addition, Consultant A-E will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of WorkProposal. (2) C. A-E shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. A-E is responsible for paying the appropriate rate, including escalations that take place during the term of the CONTRACT. D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. A-E will be responsible for transportation and subsistence costs in excess of State rates. (3) E. When milestone cost estimates are included in the approved Cost Proposal, Consultant A-E shall obtain prior written approval in the form of a CONTRACT amendment for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) F. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant G. A-E shall not commence performance of work or services until this Agreement CONTRACT has been approved by NCTC, COUNTY and notification to proceed has been issued by NCTC’s Project RepresentativeCOUNTY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementCONTRACT. (6) Consultant H. A-E will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative COUNTY’S Contract Administrator of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workperformed. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant A-E DocuSign Envelope ID: 1535395A-F40E-43D3-8750-630750041B2F is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this CONTRACT number WE and the finalized project title. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 of this Agreement7.7 Equipment Purchase, must be reimbursed by Consultant A-E prior to the expiration or termination of this AgreementCONTRACT. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (7) I. The period of performance for Task Orders/Scope of Work work performed shall be in accordance with dates specified in the Task Orders/Scope of WorkCONTRACT. No Task Order/Scope of Work work will be written which extends extend beyond the expiration date of this AgreementCONTRACT. (8) J. The total amount payable by NCTC COUNTY shall not exceed the amount agreed to in Section 10 aboveto, unless authorized by written amendment. (9) K. If the Consultant A-E fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of WorkCONTRACT, no payment will be made until the deliverable has been satisfactorily completed. (10) L. The total amount payable by COUNTY for all Task Orders may not be used to amend resulting from this Agreement and may CONTRACT shall not exceed the Scope of Work $ 380,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AgreementCONTRACT. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 CONSULTANTs Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementContract. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. (2) C. Specific assignments will be authorized to CONSULTANT through issuance of Task Orders. D. Each Task Order will identify the scope of services, expected results, deliverables, period of performance and will designate a COUNTY Task Coordinator. CONSULTANT shall prepare a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be prepared in accordance with the format as specified in the County Consulting Services Manual and shall be signed by both COUNTY and CONSULTANT. E. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCompensation Plan. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) F. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual allowable costs incurred. (5) Consultant G. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, COUNTY and notification to proceed has been issued by NCTCCOUNTY’s Project RepresentativeContract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant H. A Task Order is of no force or effect until returned to COUNTY and signed by an authorized representative of COUNTY. No expenditures are authorized on an assignment and work shall not commence until a Task Order for that assignment has been executed by COUNTY. I. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report , or upon completion of the work performedTask Order. Invoices shall follow the format stipulated for in the approved Cost Proposal and shall reference the contract number WE and the finalized project titleCOUNTY’s Consulting Services Manual. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreementcontract, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.Article I. (7) J. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates time frame specified in the Task Orders/Scope of Work. No each Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) K. The total amount payable by NCTC COUNTY for an individual Task Order shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendmentthe Task Order. Additional services or budget will require the issuance of a new Task Order. (9) L. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) M. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. (11) All subcontracts in excess of N. The total amount payable by COUNTY for all Task Orders resulting from this contract through two potential contract extensions shall not exceed $25,000 shall contain the above provisions400,000. O. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this contract through Task Orders.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. A-E will be reimbursed for hours worked at the hourly rates specified in Consultant’s A-Es Cost Proposal and documented in Exhibit 10-H1 Cost Proposal(Attachment B). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementCONTRACT. (1) B. In addition, Consultant A-E will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to A-E through issuance of Task Orders. D. After a project to be performed under this CONTRACT is identified by COUNTY, COUNTY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a COUNTY Project Coordinator. The draft Task Order will be delivered to A-E for review. A-E shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both COUNTY and A-E. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in A-E’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant A-E shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. A-E shall not commence performance of work or services until this Agreement CONTRACT has been approved by NCTCCOUNTY, and notification to proceed has been issued by NCTC’s Project RepresentativeCOUNTY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementCONTRACT. (6) Consultant J. A Task Order is of no force or effect until returned to COUNTY and signed by an authorized representative of COUNTY. No expenditures are authorized on a project DocuSign Envelope ID: CC2824BD-4AD9-4E5D-80C9-08F5406525B8 and work shall not commence until a Task Order for that project has been executed by COUNTY. K. A-E will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative COUNTY’S Contract Administrator of itemized invoicesinvoices in triplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant A-E is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE this CONTRACT number, project title and the finalized project titleTask Order number. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 7, subsection 7.7 Equipment Purchase of this AgreementCONTRACT, must be reimbursed by Consultant A-E prior to the expiration or termination of this AgreementCONTRACT. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: OC Public Works/ OC Infrastructure Programs Attn: Omeed Pour 000 X Xxxxxx Xx. Xxxxx Xxx, XX 00000 (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementCONTRACT. (8) M. The total amount payable by NCTC COUNTY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written CONTRACT amendment. (9) N. If the Consultant A-E fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this AgreementCONTRACT. (11) All subcontracts in excess of $25,000 P. The total amount payable by COUNTY for all Task Orders resulting from this CONTRACT shall contain the above provisionsnot exceed $ 1,660,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this CONTRACT through Task Orders.

ALLOWABLE COSTS AND PAYMENTS. Consultant will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct labor costs, employee benefits, overhead, and fees. These rates are not adjustable for the performance period set forth in this Agreement. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by NCTC’s Project Representative of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall include a written report of the work performed. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE WE120111721 and the finalized project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTC’s Project Representative at the address provided in Exhibit A. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this AGREEMENT will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposalbased on lump sum. The specified hourly rates shall total lump sum price paid to CONSULTANT will include direct labor costscompensation for all work and deliverables, employee benefitsincluding travel and equipment described in Article III Statement of Work. No additional compensation will be paid to CONSULTANT, overheadunless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and feesVCTC. These rates are Adjustment in the total lump sum compensation will not adjustable for the performance period set forth in this Agreementbe effective until authorized by AGREEMENT amendment and approved by VCTC. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) B. Progress payments for each Task Order/Scope of Work will may be made monthly in arrears based on services provided and actual costs incurredthe percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, VCTC shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination. (5) Consultant C. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, VCTC and notification to proceed has been issued by NCTC’s Project RepresentativeVCTC’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant D. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative VCTC’S Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC VCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, Article XI Equipment Purchase. The final invoice must be reimbursed submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by Consultant prior to the expiration or termination of this AgreementVCTC. Invoices shall be mailed to NCTCVCTC’s Project Representative Contract Administrator at the address provided in Exhibit A. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreementfollowing address: Ventura County Transportation Commission Attn: Xxxxxx Xxxxx 000 X. Xxxxx Xx. (8) , Xxxxx 000 Camarillo, CA 93010 E. The total amount payable by NCTC VCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$_ _. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal and identified AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by written agreement or task order to accommodate the changed work. The maximum total cost as specified in Paragraph “H” shall not be exceeded, unless authorized by written agreement. B. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee which shall not exceed , ($). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the Cost Proposal and event of a significant change in the executed Task Order/Scope of WorkSCOPE OF WORK and such adjustment is made by written agreement or task order. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) D. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV - Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX - Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: XXXX XXXX, PE Project Manager San Xxxxxxx County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed exceed I. Salary increases will be reimbursable if the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If new salary is within the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth salary range identified in the Scope approved Cost Proposal and is approved by COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of Work, no payment will be made until changes in the deliverable has been satisfactorily completedprevailing wage rates are reimbursable. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposalbased on lump sum. The specified hourly rates shall total lump sum price paid to CONSULTANT will include direct labor costscompensation for all work and deliverables, employee benefitsincluding travel and equipment described in Article VI Statement of Work of this contract. No additional compensation will be paid to CONSULTANT, overheadunless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and feesCOUNTY. These rates are Adjustment in the total lump sum compensation will not adjustable for the performance period set forth in this Agreementbe effective until authorized by contract amendment and approved by COUNTY. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) B. Progress payments for each Task Order/Scope of Work will may be made monthly in arrears based on services provided and actual costs incurredthe percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, COUNTY shall have the right to delay payment or terminate this Contract in accordance with the provisions of Article XI Termination. (5) Consultant C. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTC, COUNTY and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this Agreementcontract. (6) Consultant D. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 Article XVI Equipment Purchase of this Agreement, must contract. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60-calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided noted in Exhibit A. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this AgreementSection XXXVI, NOTIFICATION. (8) E. The total amount payable by NCTC COUNTY shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$(Amount). (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) F. All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. A-E will be reimbursed for hours worked at the hourly rates specified in Consultantthe A-E’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementCONTRACT. A-E will be reimbursed within thirty (30) days upon receipt by COUNTY’S Contract Administrator of itemized invoices in duplicate. (1) B. In addition, Consultant A-E will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of WorkProposal. (2) C. A-E shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. A-E is responsible for paying the appropriate rate, including escalations that take place during the term of the CONTRACT. D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. A-E will be responsible for transportation and subsistence costs in excess of State rates. (3) E. When milestone cost estimates are included in the approved Cost Proposal, Consultant A-E shall obtain prior written approval in the form of a CONTRACT amendment for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) F. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant G. A-E shall not commence performance of work or services until this Agreement CONTRACT has been approved by NCTC, COUNTY and notification to proceed has been issued by NCTC’s Project RepresentativeCOUNTY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementCONTRACT. (6) Consultant H. A-E will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative COUNTY’S Contract Administrator of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workperformed. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant A-E DocuSign Envelope ID: C9D22EE7-C30C-4990-A8FE-82CB589D74A3 is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this CONTRACT number WE and the finalized project title. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 of this AgreementArticle 7.7 Equipment Purchase, must be reimbursed by Consultant A-E prior to the expiration or termination of this AgreementCONTRACT. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (7) I. The period of performance for Task Orders/Scope of Work work performed shall be in accordance with dates specified in the Task Orders/Scope of WorkCONTRACT. No Task Order/Scope of Work work will be written which extends extend beyond the expiration date of this AgreementCONTRACT. (8) J. The total amount payable by NCTC COUNTY shall not exceed the amount agreed to in Section 10 aboveto, unless authorized by written amendment. (9) K. If the Consultant A-E fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of WorkCONTRACT, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend L. The total amount payable by COUNTY for all work resulting from this Agreement and may CONTRACT shall not exceed the Scope of Work $ 410,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AgreementCONTRACT. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. B. After a project to be performed under this Agreement is identified by CLIENT, CLIENT will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a CLIENT Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both CLIENT and CONSULTANT. C. The Scope of Work for the first Task Order is included herein as Exhibit “A”. The compensation for the first Task Order is included herein as Exhibit “B”. D. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Consultant’s Cost Proposal. E. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in (Exhibit 10-H1 Cost Proposal“B”). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in first two years of this AgreementAgreement and can be adjusted a maximum of 4% per year after that. Rate adjustments shall not exceed the actual salary increases granted to assigned employees without prior authorization. (1) F. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. (2) G. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) H. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) I. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant J. CONSULTANT shall not commence performance of work or services until this Agreement has been approved by NCTCCLIENT, and notification to proceed has been issued by NCTC’s Project RepresentativeCLIENT’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant K. A Task Order is of no force or effect until returned to CLIENT and signed by an authorized representative of CLIENT. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by CLIENT. L. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative CLIENT’S Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 45-calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE this Agreement number, project title and the finalized project titleTask Order number. Credits due to NCTC CLIENT that include any equipment purchased under the provisions of Section 45 Article XVI Equipment Purchase of this Agreement, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTCClient’s Project Representative Contract Administrator at the address provided in Exhibit A. (7) following address: M. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this Agreement, unless authorized by amendment to this Agreement. (8) N. The total amount payable by NCTC CLIENT for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written amendment. (9) If the Consultant fails amendment to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) O. The total amount payable by CLIENT for all Task Orders resulting from this Agreement shall not exceed the amount in Exhibit “B”, unless authorized by amendment to this Agreement. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this Agreement through Task Orders. P. All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this AGREEMENT will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposalbased on lump sum. The specified hourly rates shall total lump sum price paid to CONSULTANT will include direct labor costscompensation for all work and deliverables, employee benefitsincluding travel and equipment described in Article III Statement of Work. No additional compensation will be paid to CONSULTANT, overheadunless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and feesLOCAL AGENCY. These rates are Adjustment in the total lump sum compensation will not adjustable for the performance period set forth in this Agreementbe effective until authorized by AGREEMENT amendment and approved by LOCAL AGENCY. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) B. Progress payments for each Task Order/Scope of Work will may be made monthly in arrears based on services provided and actual costs incurredthe percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination. (5) Consultant C. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, LOCAL AGENCY and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant D. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative LOCAL AGENCY of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 of this Agreement, Article XI Equipment Purchase. The final invoice must be reimbursed submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by Consultant prior to the expiration or termination of this AgreementLOCAL AGENCY. Invoices shall be mailed submitted to NCTC’s Project Representative LOCAL AGENCY at the address provided in Exhibit A.following address: Via email: XX@xxxxxxxxxx.xxx (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) E. The total amount payable by NCTC LOCAL AGENCY shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$(Amount). (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s CONSULTANT’S Exhibit D: Cost Proposal and documented in Exhibit 10-H1 Cost ProposalRate Schedules. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and fees. These rates are not adjustable for the performance period set forth in this AgreementAGREEMENT. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Exhibit D: Cost Proposal and Rate Schedules and in the executed Task Order/Scope of WorkAGREEMENT. (2) C. CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT. D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Exhibit D: Cost ProposalProposal and Rate Schedules. CONSULTANT will be responsible for transportation and subsistence costs in excess of State rates. (3) E. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s the COUNTY Project Representative Manager before exceeding such estimate. (4) Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant F. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTCCOUNTY, and notification to proceed has been issued by NCTC’s COUNTY’S Project RepresentativeManager. No payment will be made prior to approval or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. No expenditures are authorized on a project and work shall not commence until this AGREEMENT has been executed by COUNTY. H. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s COUNTY’S Project Representative Manager of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 forty-five (45) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 of this AgreementAGREEMENT, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this AgreementAGREEMENT. Invoices shall be mailed to NCTC’s COUNTY’S Contract Manager. County Contract/Project Representative at the address provided in Exhibit A.Manager: Xxxx Xxxxxx, P.E. Associate Civil Engineer Placer County Department of Public Works 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) I. If the Consultant CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Workthis AGREEMENT, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. A-E will be reimbursed for hours worked at the hourly rates rates, specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct labor the A- costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementContract. A- Contract Administrator of itemized invoices in duplicate. (1) B. In addition, Consultant A-E will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of WorkContract. (2) C. A-E shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. A-E is responsible for paying the appropriate rate, including escalations that take place during the term of the Contract. D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. A-E will be responsible for transportation and subsistence costs in excess of State rates. (3) E. When milestone cost estimates are included in the approved Cost Proposal, Consultant A-E shall obtain prior written approval in the form of a Contract amendment for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) F. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant G. A-E shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. No payment will be made prior to approval or for any work performed prior to approval of this Agreement.Contract has (6) Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by NCTC’s Project Representative H. A- Administrator of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workthis Contract. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant A-E is billing, or upon approval of the PM. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this Contract number WE and the finalized project title. Credits due to NCTC County that include any equipment purchased under the provisions of Section 45 of this AgreementArticle XI Equipment Purchase, must be reimbursed by Consultant A-E prior to the expiration or termination of this AgreementContract. Invoices shall be mailed to NCTC’s Project Representative at the address provided in Exhibit A. (7) address: County of Orange / OC Public Works Accounts Payables 000 X. Xxxx St Santa Ana, CA 92701 I. The period of performance for Task Orders/Scope of Work services shall be in accordance with dates specified in the Task Orders/Scope of WorkContract term. No Task Order/Scope of Work will works shall be written performed which extends beyond the expiration date of this AgreementContract. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in ConsultantCONSULTANT’s Cost Proposal and documented in (Exhibit 10-H1 Cost ProposalA). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and fees. These rates are not adjustable for the performance period set forth in this Agreement. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that to the extent those direct costs are in the Cost Proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this Agreement is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; which shall include all the following information: the scope of services, expected results, project deliverables, period of performance, project schedule, and will designate a LOCAL AGENCY Project Coordinator, but will not include a cost estimate. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead fee, if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement has been approved by NCTCLOCAL AGENCY, and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE this Agreement number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreement, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreement. Invoices shall be mailed emailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following email address: xxxxx@xxxxxx.xxx (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written approved which extends beyond the expiration date of this AgreementAgreement . (8) M. The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written amendmentamendment to the Task Order. (9) N. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this Agreement shall not exceed $425,386 (11) All subcontracts Four Hundred Twenty-Five Thousand Three Hundred and Eighy-Six Dollars). It is understood and agreed that there is no guarantee, either expressed or implied, that this dollar amount will be authorized under this Agreement through Task Orders. LOCAL AGENCY’s Contract Administrator may, in excess his/her sole discretion, retain up to 10 percent of $25,000 shall contain the above provisionstotal amount payable under this Agreement until all the deliverables and/or Task Orders are complete.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in ConsultantCONSULTANT’s Cost Proposal and documented in (Exhibit 10-H1 Cost ProposalA). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and fees. These rates are not adjustable for the performance period set forth in this AgreementContract. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that to the extent those direct costs are in the Cost Proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this contract is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; which shall include all the following information: the scope of services, expected results, project deliverables, period of performance, project schedule, and will designate a LOCAL AGENCY Project Coordinator, but will not include a cost estimate. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead fee, if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTCLOCAL AGENCY, and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreementcontract. (6) Consultant J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreementcontract, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written approved which extends beyond the expiration date of this AgreementContract. (8) M. The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written amendmentamendment to the Task Order. (9) N. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this Agreement shall not exceed $830,000 (11) All subcontracts in excess of $25,000 shall contain the above provisionseight hundred thirty thousand dollars). It is understood and agreed that there is no guarantee, either expressed or implied, that this dollar amount will be authorized under this Agreement through Task Orders.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S COST PROPOSAL as referenced and defined in Exhibit “C”, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal and identified COST PROPOSAL. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal COST PROPOSAL and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by written agreement or task order to accommodate the changed work. The maximum total cost as specified in the executed Task Order/Scope of WorkParagraph “H” shall not be exceeded, unless authorized by written agreement. (2) B. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) C. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) D. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV - Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. E. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant F. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each PLAN as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project PLAN title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX - Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxxxx Xxxxx, MBA Fleet Manager San Joaquin County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) G. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed exceed H. Salary increases will be reimbursable if the amount agreed new salary is within the salary range identified in the approved Cost Proposal and is approved by COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in Section 10 abovethe California Labor Code, unless authorized by written amendmentall salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. (9) I. COUNTY shall manage and administer task expenditure limits and associated CONSULTANT and subconsultant expenditure limits in accordance with the COST PROPOSAL. If the Consultant fails tasks are completed by CONSULTANT and subconsultants and accepted by COUNTY, and if CONSULTANT can verify cost savings that result in available residual unexpended funds, then these amounts shall be identified by CONSULTANT and reported to satisfactorily complete COUNTY. If CONSULTANT forecasts any task expenditure limit overruns and associated CONSULTANT cost limit overruns or subconsultant cost limit overruns, then these cost overruns shall be identified by CONSULTANT and reported to COUNTY. Prior written COUNTY approval must be secured before any cost overrun can be authorized. If residual unexpended funds are available, then these funds, at COUNTY’S discretion and with prior written COUNTY approval, may be applied to cost overruns as well as additional supplemental work COUNTY may request from CONSULTANT. CONSULTANT shall provide a deliverable according monthly written summary of progress, critical issues, schedule, and budget performance, etc, and any cost savings or forecasted overruns are to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completedidentified by CONSULTANT and reported to COUNTY. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. A. Consultant will be reimbursed for hours worked at the hourly rates specified in the Consultant’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this Agreement. Consultant will be reimbursed within thirty (30) days upon receipt by County’s Project Manager of itemized invoices in duplicate. (1) B. In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope . C. Specific projects will be assigned to Consultant through issuance of WorkTask Orders. D. After a project to be performed under this Agreement is identified by County, County will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a County Project Manager. The draft Task Order will be delivered to Consultant for review. Consultant shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both County and Consultant. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which shall be based on the labor and other rates set forth in Consultant’s approved Cost Proposal. F Consultant shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. Consultant is responsible for paying the appropriate rate, including escalations that take place during the term of the Agreement. (2a) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by NCTC’s Project Representative of itemized invoices. Invoices itemizing all responsible for transportation and subsistence costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall include a written report of the work performed. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE and the finalized project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTC’s Project Representative at the address provided in Exhibit A. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisionsState rates.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this AGREEMENT will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposalbased on lump sum. The specified hourly rates shall total lump sum price paid to CONSULTANT will include direct labor costscompensation for all work and deliverables, employee benefitsincluding travel and equipment described in Article III Statement of Work. No additional compensation will be paid to CONSULTANT, overheadunless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and feesLOCAL AGENCY. These rates are Adjustment in the total lump sum compensation will not adjustable for the performance period set forth in this Agreementbe effective until authorized by AGREEMENT amendment and approved by LOCAL AGENCY. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) B. Progress payments for each Task Order/Scope of Work will may be made monthly in arrears based on services provided and actual costs incurredthe percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination. (5) Consultant C. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, LOCAL AGENCY and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant D. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, The final invoice must be reimbursed submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by Consultant prior to the expiration or termination of this AgreementLOCAL AGENCY. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) E. The total amount payable by NCTC LOCAL AGENCY shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.168,809.00

ALLOWABLE COSTS AND PAYMENTS. Consultant will be reimbursed A. For the full performance of the services described herein by CONSULTANT, the LOCAL AGENCY shall reimburse the CONSULTANT either on a Lump Sum or a Time and Materials basis for hours worked at services rendered in accordance with the hourly rates specified shown in Consultantthe attached CONSULTANT’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates determination of payment method will be based on the type of project and shall include direct labor costsbe determined in advance of work performed on each project. B. The CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will the CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds the LOCAL AGENCY’s approved overhead rate set forth in the Cost Proposal. In the event, that the LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and identified contract is required, the contract time and/or actual costs reimbursable by the LOCAL AGENCY shall be adjusted by contract amendment to accommodate the changed work. The maximum total cost as specified in the Cost Proposal and in the executed Task Order/Scope of WorkParagraph “H” shall not be exceeded, unless authorized by contract amendment. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost CONSULTANT’s Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant D. CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Manager before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable incurred costs. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, the LOCAL AGENCY shall have the right to delay payment and/or terminate this Agreement in accordance with the provisions of Article V Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this Agreementcontract. (6) Consultant G. The CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCthe LOCAL AGENCY’s Project Representative Contract Manager of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 45-calendar days after the performance of work for which Consultant the CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE and the finalized project title. Credits The final invoice must contain the final cost and all credits due to NCTC that include the LOCAL AGENCY including any equipment purchased under the provisions of Section 45 Article XVII Equipment Purchase of this Agreement, must contract. The final invoice should be reimbursed by Consultant prior to submitted within 60-calendar days after completion of the expiration or termination of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCthe LOCAL AGENCY’s Project Representative Contract Manager at the address provided in Exhibit A.following address: Town of Fairfax/Xxxxxxxx X. Xxxxxx 000 Xxxxxxx Xxxx Fairfax, CA 94930 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC LOCAL AGENCY shall pay to CONSULTANT shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$ . (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) I. All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in ConsultantCONSULTANT’s Cost Proposal and documented in (Exhibit 10-H1 Cost ProposalA). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and fees. These rates are not adjustable for the performance period set forth in this AgreementContract. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that to the extent those direct costs are in the Cost Proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this contract is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; which shall include all the following information: the scope of services, expected results, project deliverables, period of performance, project schedule, and will designate a LOCAL AGENCY Project Coordinator, but will not include a cost estimate. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead fee, if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTCLOCAL AGENCY, and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreementcontract. (6) Consultant J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. X. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoices. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreementcontract, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed and emailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: City/County Association of Governments of San Mateo County 000 Xxxxxx Xxxxxx, 0xx Floor (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written approved which extends beyond the expiration date of this AgreementContract. (8) M. The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written amendmentamendment to the Task Order. (9) N. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this Agreement shall not exceed $798,223 (11) All subcontracts Seven Hundred and Ninety-eight Thousand Two Hundred and Twenty-three Dollars). It is understood and agreed that there is no guarantee, either expressed or implied, that this dollar amount will be authorized under this Agreement through Task Orders. LOCAL AGENCY’s Contract Administrator may, in excess his/her sole discretion, retain up to 10 percent of $25,000 shall contain the above provisionstotal amount payable under this Agreement until all the deliverables and/or Task Orders are complete.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this AGREEMENT will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposalbased on lump sum. The specified hourly rates shall total lump sum price paid to CONSULTANT will include direct labor costscompensation for all work and deliverables, employee benefitsincluding travel and equipment described in Article VI Statement of Work/Responsibilities of Consultant. No additional compensation will be paid to CONSULTANT, overheadunless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and feesCOUNTY. These rates are Adjustment in the total lump sum compensation will not adjustable for the performance period set forth in this Agreementbe effective until authorized by AGREEMENT amendment and approved by COUNTY. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) B. Progress payments for each Task Order/Scope of Work will may be made monthly in arrears based on services provided and actual costs incurredthe percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article VI Statement of Work/Responsibilities of Consultant, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article XI Termination. (5) Consultant C. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, COUNTY and notification to proceed has been issued by NCTC’s Project RepresentativeCOUNTY’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant D. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative COUNTY’S Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this County Project number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 of this Agreement, Article XI Equipment Purchase. The final invoice must be reimbursed submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by Consultant prior to the expiration or termination of this AgreementCOUNTY. Invoices shall be mailed to NCTCCOUNTY’s Project Representative at the address provided Contract Administrator found in Exhibit A.Article XLVII Notification. (7) The period of performance for Task Orders/Scope of Work E. CONSULTANT shall be in accordance with dates specified in paid via electronic invoice payment; automated clearing house (“ACH”), COUNTY credit card, or Commerce Bank virtual card. ACH payments require submission of a Department-supplied authorization form within five days of execution of the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreementcontract. (8) F. The total amount payable by NCTC COUNTY shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$54,795.55. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposalbased on actual cost plus a fixed fee. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved Consultant’s Scope of Services, unless additional reimbursement is provided for by contract amendment. In additionno event, will Consultant will be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds the CITY’s approved overhead rate set forth in the Cost Proposal and identified Scope of Services. In the event, that the CITY determines that a change to the work from that specified in the Cost Proposal Scope of Services and contract is required, the contract time or actual costs reimbursable by the CITY shall be adjusted by Contract Change Order to accommodate the changed work. The maximum total cost as specified in Paragraph “H” shall not be exceeded, unless authorized by Contract Change Order. B. In addition to the allowable incurred costs, the CITY will pay Consultant a fixed fee of (See Exhibit B to Professional Services Contract). The fixed fee is nonadjustable for the term of the contract, except in the executed Task event of a significant change in the scope of work and such adjustment is made by Contract Change Order/Scope of Work. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCompensation Schedule- Exhibit B to the Professional Services Contract. (3) D. When milestone cost estimates are arrears included in the approved Cost ProposalScope of Services, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s the Project Representative Manager before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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 Statement of Work, the CITY shall have the right to delay payment or terminate this Contract in accordance with the provisions of Article VI Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this Agreementcontract. (6) G. Consultant will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCthe CITY’s Project Representative Manager of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal Scope of Services and shall reference the this contract number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC that include the CITY including any equipment purchased under the provisions of Section 45 Article XV Equipment Purchase of this Agreement, must contract. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementConsultant’s work. Invoices shall be mailed to NCTCthe CITY’s Project Representative Manager at the address provided in Exhibit A.following address: City of Stockton, Public Works Department 5 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC the CITY including the fixed fee shall not exceed the amount agreed to noted in Section 10 above, unless authorized by written amendment2 – Compensation of the Professional Services Contract. (9) If I. Salary increases will be reimbursable if the Consultant fails to satisfactorily complete a deliverable according to new salary is within the schedule set forth salary range identified in the approved Scope of WorkServices and is approved by the Public Works Director. For personnel subject to prevailing wage rates as described in the California Labor Code, no payment will be made until all salary increases, which are the deliverable has been satisfactorily completeddirect result of changes in the prevailing wage rates are reimbursable. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) J. All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S COST PROPOSAL as referenced and defined in Exhibit “C”, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal and identified COST PROPOSAL. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal COST PROPOSAL and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by written agreement or task order to accommodate the changed work. The maximum total cost as specified in Paragraph “H” shall not be exceeded, unless authorized by written agreement. B. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee which shall not exceed , ($). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the executed Task Order/Scope event of Worka significant change in the SCOPE OF WORK and such adjustment is made by written agreement or task order. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) D. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV - Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX - Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: XXXXXXX XXXXX, P.E. Project Manager San Xxxxxxx County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed exceed I. Salary increases will be reimbursable if the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If new salary is within the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth salary range identified in the Scope approved Cost Proposal and is approved by COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of Work, no payment will be made until changes in the deliverable has been satisfactorily completedprevailing wage rates are reimbursable. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultantthe CONSULTANT’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementAGREEMENT. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to the selected three CONSULTANTs awarded contracts for review, as a “mini-RFP”. CONSULTANTs shall return a Qualification Based Proposal within ten (210) calendar days along with a sealed Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. An evaluation committee will review individual proposals, rank, and select a consultant for the work. Following the selection of CONSULTANT, negotiations will commence and continue until an agreement has been reached on the negotiable items and total cost; Finally, a complete Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal. CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalState rates. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, LOCAL AGENCY and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE this AGREEMENT number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 of this AgreementArticle XI Equipment Purchase, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this AgreementAGREEMENT. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (CITY OF CHICO/PUBLIC WORKS ENGINEERING DEPARTMENT) (ADDRESS: P.O. BOX 3420, CHICO, CA 95927) (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementAGREEMENT. (8) M. The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written amendment. (9) N. If the Consultant CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend the language (or the terms) of this Agreement and may AGREEMENT nor to exceed the scope of work under this AGREEMENT. P. The total amount payable by LOCAL AGENCY for all Task Orders, including those issued to other consultants, resulting from this AGREEMENT shall not exceed the Scope of Work $10,000,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AgreementAGREEMENT through Task Orders. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant will A. The method of payment for the following items shall be reimbursed for hours worked at the hourly rates rate specified for each item, as described in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposalthis Article. The specified hourly rates rate shall include direct full compensation to CONSULTANT for the item as described, including but not limited to, any repairs, maintenance, or insurance, and no further compensation will be allowed therefore. B. The method of payment for this contract, except those items to be paid for on a specified rate basis, will be based on cost per unit of work. COUNTY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, overheadtravel, equipment-rental costs, overhead and feesother direct costs) incurred by CONSULTANT in performance of the work. These rates are CONSULTANT will not adjustable be reimbursed for actual costs that exceed the performance period estimated wage rates, employee benefits, travel, equipment rental, overhead and other estimated costs set forth in this Agreement. (1) the approved Cost Proposal, unless additional reimbursement is provided for, by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds the COUNTY’s approved overhead rate set forth in the approved Cost Proposal. In the event, COUNTY determines that changed work from that specified in the approved Cost Proposal and identified contract is required; the actual costs reimbursable by the COUNTY may be adjusted by contract amendment to accommodate the changed work. The maximum total cost as specified in the Cost Proposal and in the executed Task Order/Scope of WorkParagraph “I,” shall not be exceeded unless authorized by contract amendment. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) D. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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 Statement of Work, the COUNTY shall have the right to delay payment or terminate this Contract in accordance with the provisions of Operative Provision 10 Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this Agreementcontract. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCthe COUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Operative Provision C.9 Equipment Purchase of this Agreement, must contract. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCthe COUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: 000 0xx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC the COUNTY shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$00,000.00. (9) If I. Salary increases will be reimbursable if the Consultant fails to satisfactorily complete a deliverable according to new salary is within the schedule set forth salary range identified in the Scope approved Cost Proposal and is approved by the COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of Workchanges in the prevailing wage rates are reimbursable. ABC Engineering - Alleghany Road over Oregon Creek Bridge Rehabilitation A It is mutually understood between the parties that this contract may have been written before ascertaining the availability of funds or appropriation of funds, no payment will be made until for the deliverable has been satisfactorily completedmutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the contract were executed after that determination was made. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in ConsultantCONSULTANT’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, overheadprevailing wages, employer payments, overhead expenses and fees. These rates are not adjustable for the performance period set forth in this Agreement. CONSULTANT will be reimbursed within thirty (30) calendar days after COUNTY’s receipt of itemized invoices in duplicate. (1) B. In addition, Consultant CONSULTANT will be reimbursed for actual incurred (actual) direct costs costs, other than labor costs salary costs, that are in the Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through the issuance of Task Orders that have been approved by COUNTY’s Contract Administrator. D. After a project to be performed under this Agreement is identified by COUNTY, COUNTY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a COUNTY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead costs and fees, if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both COUNTY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. CONSULTANT shall be responsible for any future adjustments to prevailing wage rates, including, without limitation, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT will also be responsible for paying the appropriate rate, including, without limitation, escalations that take place during the terms of the Agreement. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT shall be responsible for transportation and subsistence costs in excess of applicable state rates. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval in the form of an amendment to this Agreement for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of perform any work or services until this Agreement has been approved by NCTCCOUNTY, and notification to proceed has been issued by NCTCCOUNTY’s Project RepresentativeContract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant J. A Task Order is of no force or effect until returned to COUNTY and signed by an authorized representative of COUNTY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by COUNTY. X. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, upon reimbursed within thirty (30) calendar days after COUNTY’s receipt by NCTC’s Project Representative of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE this Agreement number, project title and the finalized project titleTask Order number. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 Article XI – Equipment Purchase of this Agreement, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A. (7) following address: COUNTY: Humboldt County Department of Public Works – Engineering Division Attention: Xxxx Xxxxxxxx, Contract Administrator 0000 Xxxxxx Xxxxxx Eureka, California 95501 L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct labor costs, employee benefits, overhead, and fees. These rates are not adjustable for the performance period set forth in this Agreement. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by NCTC’s Project Representative of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall include a written report of the work performed. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE and the finalized project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTC’s Project Representative at the address provided in Exhibit A. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S COST PROPOSAL as referenced and defined in Exhibit “C”, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal and identified COST PROPOSAL. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal COST PROPOSAL and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by written agreement or task order to accommodate the changed work. The maximum total cost as specified in Paragraph “H” shall not be exceeded, unless authorized by written agreement. B. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee which shall not exceed , ($). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the executed Task Order/Scope event of Worka significant change in the SCOPE OF WORK and such adjustment is made by written agreement or task order. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) D. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV - Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each PROJECT as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project PROJECT title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX - Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxxx Xxxx Engineer Services Manager San Joaquin County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed exceed I. Salary increases will be reimbursable if the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If new salary is within the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth salary range identified in the Scope approved Cost Proposal and is approved by COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of Work, no payment will be made until changes in the deliverable has been satisfactorily completedprevailing wage rates are reimbursable. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. A-E will be reimbursed for hours worked at the hourly rates specified in Consultantthe A-E’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementCONTRACT. A-E will be reimbursed within thirty (30) days upon receipt by COUNTY’S Contract Administrator of itemized invoices in duplicate. (1) B. In addition, Consultant A-E will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of WorkProposal. (2) C. A-E shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. A-E is responsible for paying the appropriate rate, including escalations that take place during the term of the CONTRACT. D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. A-E will be responsible for transportation and subsistence costs in excess of State rates. (3) E. When milestone cost estimates are included in the approved Cost Proposal, Consultant A-E shall obtain prior written approval in the form of a CONTRACT amendment for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) F. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant G. A-E shall not commence performance of work or services until this Agreement CONTRACT has been approved by NCTC, COUNTY and notification to proceed has been issued by NCTC’s Project RepresentativeCOUNTY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementCONTRACT. (6) Consultant H. A-E will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative COUNTY’S Contract Administrator of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workperformed. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant A-E DocuSign Envelope ID: 1535395A-F40E-43D3-8750-630750041B2F is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this CONTRACT number WE and the finalized project title. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 of this AgreementArticle 7.7 Equipment Purchase, must be reimbursed by Consultant A-E prior to the expiration or termination of this AgreementCONTRACT. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (7) I. The period of performance for Task Orders/Scope of Work work performed shall be in accordance with dates specified in the Task Orders/Scope of WorkCONTRACT. No Task Order/Scope of Work work will be written which extends extend beyond the expiration date of this AgreementCONTRACT. (8) J. The total amount payable by NCTC COUNTY shall not exceed the amount agreed to in Section 10 aboveagree to, unless authorized by written amendment. (9) K. If the Consultant A-E fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of WorkCONTRACT, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend L. The total amount payable by COUNTY for all work resulting from this Agreement and may CONTRACT shall not exceed the Scope of Work $ 360,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AgreementCONTRACT. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s CONSULTANT’S Exhibit D: Cost Proposal and documented in Exhibit 10-H1 Cost ProposalRate Schedules. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and fees. These rates are not adjustable for the performance period set forth in this AgreementAGREEMENT. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Exhibit D: Cost Proposal and Rate Schedules and in the executed Task Order/Scope of WorkAGREEMENT. (2) C. CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT. D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Exhibit D: Cost ProposalProposal and Rate Schedules. CONSULTANT will be responsible for transportation and subsistence costs in excess of State rates. (3) E. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s the COUNTY Project Representative Manager before exceeding such estimate. (4) Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant F. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTCCOUNTY, and notification to proceed has been issued by NCTC’s COUNTY’S Project RepresentativeManager. No payment will be made prior to approval or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. No expenditures are authorized on a project and work shall not commence until this AGREEMENT has been executed by COUNTY. H. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s y COUNTY’S Project Representative Manager of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 forty-five (45) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 of this AgreementAGREEMENT, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this AgreementAGREEMENT. Invoices shall be mailed to NCTC’s COUNTY’S Contract Manager. County Contract/Project Representative at the address provided in Exhibit A.Manager: Xxxx Xxxxxxxxx, P.E. Associate Civil Engineer Placer County Department of Public Works 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) I. If the Consultant CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Workthis AGREEMENT, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S COST PROPOSAL as referenced and defined in Exhibit “C”, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal and identified COST PROPOSAL. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal COST PROPOSAL and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by written agreement or task order to accommodate the changed work. The maximum total cost as specified in the executed Task Order/Scope of WorkParagraph “H” shall not be exceeded, unless authorized by written agreement. (2) B. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) C. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) D. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV - Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. E. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant F. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each SCADA as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project SCADA title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX - Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxx Xxxxxx Utilities District Superintendent San Joaquin County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) G. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed exceed H. Salary increases will be reimbursable if the amount agreed new salary is within the salary range identified in the approved Cost Proposal and is approved by COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in Section 10 abovethe California Labor Code, unless authorized by written amendmentall salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. (9) I. COUNTY shall manage and administer task expenditure limits and associated CONSULTANT and subconsultant expenditure limits in accordance with the COST PROPOSAL. If the Consultant fails tasks are completed by CONSULTANT and subconsultants and accepted by COUNTY, and if CONSULTANT can verify cost savings that result in available residual unexpended funds, then these amounts shall be identified by CONSULTANT and reported to satisfactorily complete COUNTY. If CONSULTANT forecasts any task expenditure limit overruns and associated CONSULTANT cost limit overruns or subconsultant cost limit overruns, then these cost overruns shall be identified by CONSULTANT and reported to COUNTY. Prior written COUNTY approval must be secured before any cost overrun can be authorized. If residual unexpended funds are available, then these funds, at COUNTY’S discretion and with prior written COUNTY approval, may be applied to cost overruns as well as additional supplemental work COUNTY may request from CONSULTANT. CONSULTANT shall provide a deliverable according monthly written summary of progress, critical issues, schedule, and budget performance, etc, and any cost savings or forecasted overruns are to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completedidentified by CONSULTANT and reported to COUNTY. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal and identified AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by AGREEMENT amendment or task order to accommodate the changed work. The maximum total cost as specified in the Cost Proposal and in the executed Task Order/Scope of WorkParagraph “G” shall not be exceeded, unless authorized by AGREEMENT amendment. (2) B. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) C. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) D. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV - Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. E. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant F. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX - Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxxxx Xxxxx GIS Manager San Joaquin County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) G. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed $ H. Salary increases will be reimbursable if the amount agreed new salary is within the salary range identified in the approved Cost Proposal and is approved by COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in Section 10 abovethe California Labor Code, unless authorized by written amendmentall salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. I. COUNTY shall manage and administer task expenditure limits and associated CONSULTANT and subconsultant expenditure limits in accordance with the COST PROPOSAL. If tasks are completed by CONSULTANT and subconsultants and accepted by COUNTY, and if CONSULTANT can verify cost savings that result in available residual unexpended funds, then these amounts shall be identified by CONSULTANT and reported to COUNTY. If CONSULTANT forecasts any task expenditure limit overruns and associated CONSULTANT cost limit overruns or subconsultant cost limit overruns, then these cost overruns shall be identified by CONSULTANT and reported to COUNTY. Prior written COUNTY approval must be secured before any cost overrun can be authorized. If residual unexpended funds are available, then these funds, at COUNTY’S discretion and with prior written COUNTY approval, may be applied to cost overruns as well as additional supplemental work COUNTY may request from CONSULTANT. CONSULTANT shall provide a monthly written summary of progress, critical issues, schedule, and budget performance, etc, and any cost savings or forecasted overruns are to be identified by CONSULTANT and reported to COUNTY. J. Upon the written request of CONSULTANT, COUNTY may, at its sole discretion, reduce the retention percentage to less than five (95) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth percent of payments for completed tasks and deliverables identified in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completedSCOPE OF WORK. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. A-E will be reimbursed for hours worked at the hourly rates specified in Consultantthe A-E’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementCONTRACT. A-E will be reimbursed within thirty (30) days upon receipt by COUNTY’S Contract Administrator of itemized invoices in duplicate. (1) B. In addition, Consultant A-E will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of WorkProposal. (2) C. A-E shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. A-E is responsible for paying the appropriate rate, including escalations that take place during the term of the CONTRACT. D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. A-E will be responsible for transportation and subsistence costs in excess of State rates. (3) E. When milestone cost estimates are included in the approved Cost Proposal, Consultant A-E shall obtain prior written approval in the form of a CONTRACT amendment for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) F. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant G. A-E shall not commence performance of work or services until this Agreement CONTRACT has been approved by NCTC, COUNTY and notification to proceed has been issued by NCTC’s Project RepresentativeCOUNTY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementCONTRACT. (6) Consultant H. A-E will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative COUNTY’S Contract Administrator of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workperformed. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant A-E is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this CONTRACT number WE and the finalized project title. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 of this Agreement7.7 Equipment Purchase, must be reimbursed by Consultant A-E prior to the expiration or termination of this AgreementCONTRACT. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A. (7) following address: I. The period of performance for Task Orders/Scope of Work work performed shall be in accordance with dates specified in the Task Orders/Scope of WorkCONTRACT. No Task Order/Scope of Work work will be written which extends extend beyond the expiration date of this AgreementCONTRACT. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s CONSULTANTs Cost Proposal and documented in (Exhibit 10-H1 Cost ProposalA). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementContract. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this contract is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTCLOCAL AGENCY, and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreementcontract. (6) Consultant J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoicesinvoices in triplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreementcontract, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementContract. (8) M. The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written contract amendment. (9) N. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this contract shall not exceed $591,400 (11) All subcontracts in excess of $25,000 shall contain the above provisionsfive hundred ninety-one thousand and four hundred dollars). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this contract through Task Orders.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S COST PROPOSAL as referenced and defined in Exhibit “C”, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal and identified COST PROPOSAL. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal COST PROPOSAL and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by written agreement or task order to accommodate the changed work. The maximum total cost as specified in Paragraph “H” shall not be exceeded, unless authorized by written agreement. B. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee which shall not exceed , ($). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the executed Task Order/Scope event of Worka significant change in the SCOPE OF WORK and such adjustment is made by written agreement or task order. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) D. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV - Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each PROJECT as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project PROJECT title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX - Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxxxxx Xxxxxxx, XX Project Manager San Joaquin County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment($). (9) If I. Salary increases will be reimbursable if the Consultant fails to satisfactorily complete a deliverable according to new salary is within the schedule set forth salary range identified in the Scope approved Cost Proposal and is approved by COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of Work, no payment will be made until changes in the deliverable has been satisfactorily completedprevailing wage rates are reimbursable. (10) Task Orders J. COUNTY shall manage and administer task expenditure limits and associated CONSULTANT and subconsultant expenditure limits in accordance with the COST PROPOSAL. If tasks are completed by CONSULTANT and subconsultants and accepted by COUNTY, and if CONSULTANT can verify cost savings that result in available residual unexpended funds, then these amounts shall be identified by CONSULTANT and reported to COUNTY. If CONSULTANT forecasts any task expenditure limit overruns and associated CONSULTANT cost limit overruns or subconsultant cost limit overruns, then these cost overruns shall be identified by CONSULTANT and reported to COUNTY. Prior written COUNTY approval must be secured before any cost overrun can be authorized. If residual unexpended funds are available, then these funds, at COUNTY’S discretion and with prior written COUNTY approval, may not be used applied to amend this Agreement cost overruns as well as additional supplemental work COUNTY may request from CONSULTANT. CONSULTANT shall provide a monthly written summary of progress, critical issues, schedule, and may not exceed the Scope of Work under this Agreementbudget performance, etc, and any cost savings or forecasted overruns are to be identified by CONSULTANT and reported to COUNTY. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. A-E will be reimbursed for hours worked at the hourly rates specified in Consultantthe A-E’s Cost Proposal and documented in Exhibit 10-H1 approved Cost Proposal. The specified hourly rates shall include direct labor salary costs, employee benefits, prevailing wages, employer payments, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementCONTRACT. A-E will be reimbursed within thirty (30) days upon receipt by COUNTY’S Contract Administrator of itemized invoices in duplicate. (1) B. In addition, Consultant A-E will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order/Scope of WorkProposal. (2) C. A-E shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. A-E is responsible for paying the appropriate rate, including escalations that take place during the term of the CONTRACT. D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. A-E will be responsible for transportation and subsistence costs in excess of State rates. (3) E. When milestone cost estimates are included in the approved Cost Proposal, Consultant A-E shall obtain prior written approval in the form of a CONTRACT amendment for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) F. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant G. A-E shall not commence performance of work or services until this Agreement CONTRACT has been approved by NCTC, COUNTY and notification to proceed has been issued by NCTC’s Project RepresentativeCOUNTY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AgreementCONTRACT. (6) Consultant H. A-E will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative COUNTY’S Contract Administrator of itemized invoicesinvoices in duplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workperformed. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant A-E is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this CONTRACT number WE and the finalized project title. Credits due to NCTC COUNTY that include any equipment purchased under the provisions of Section 45 of this AgreementArticle 7.7 Equipment Purchase, must be reimbursed by Consultant A-E prior to the expiration or termination of this AgreementCONTRACT. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: County of Orange/OC Public Works Omeed Pour 000 X. Xxxxxx Xx. Santa Ana, CA 92703 (7) I. The period of performance for Task Orders/Scope of Work work performed shall be in accordance with dates specified in the Task Orders/Scope of WorkCONTRACT. No Task Order/Scope of Work work will be written which extends extend beyond the expiration date of this AgreementCONTRACT. (8) J. The total amount payable by NCTC COUNTY shall not exceed the amount agreed to in Section 10 aboveto, unless authorized by written amendment. (9) K. If the Consultant A-E fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of WorkCONTRACT, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend L. The total amount payable by COUNTY for all work resulting from this Agreement and may CONTRACT shall not exceed the Scope of Work $ 410,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AgreementCONTRACT. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this AGREEMENT will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposalbased on lump sum. The specified hourly rates shall total lump sum price paid to CONSULTANT will include direct labor costscompensation for all work and deliverables, employee benefitsincluding travel and equipment described in Article III Statement of Work. No additional compensation will be paid to CONSULTANT, overheadunless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and feesVCTC. These rates are Adjustment in the total lump sum compensation will not adjustable for the performance period set forth in this Agreementbe effective until authorized by AGREEMENT amendment and approved by VCTC. (1) In addition, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) B. Progress payments for each Task Order/Scope of Work will may be made monthly in arrears based on services provided and actual costs incurredthe percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, VCTC shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination. (5) Consultant C. CONSULTANT shall not commence performance of work or services until this Agreement AGREEMENT has been approved by NCTC, VCTC and notification to proceed has been issued by NCTC’s Project RepresentativeVCTC’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant D. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, reimbursed within thirty (30) days upon receipt by NCTC’s Project Representative VCTC’S Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC VCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, Article XI Equipment Purchase. The final invoice must be reimbursed submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by Consultant prior to the expiration or termination of this AgreementVCTC. Invoices shall be mailed to NCTCVCTC’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Ventura County Transportation Commission Attn: Xxxxxx Xxxxx 000 X. Xxxxx Xx., Xxxxx 000 Camarillo, CA 93010 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) E. The total amount payable by NCTC VCTC shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendment$791,998.00. (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this contract will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by contract amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal. In the event, that COUNTY determines that a change to the work from that specified in the Cost Proposal and identified AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by COUNTY shall be adjusted by AGREEMENT amendment or task order to accommodate the changed work. The maximum total cost as specified in Paragraph “H” shall not be exceeded, unless authorized by AGREEMENT amendment. B. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee shall not exceed $ . The fixed fee is nonadjustable for the term of the Agreement, except in the Cost Proposal and event of a significant change in the executed Task Order/Scope of WorkSCOPE OF WORK and such adjustment is made by AGREEMENT amendment or task order. (2) C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalCOST PROPOSAL. (3) D. When milestone cost estimates are included in the approved Cost ProposalCOST PROPOSAL, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such cost estimate. (4) E. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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, COUNTY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article IV - Termination. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. F. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this AgreementAGREEMENT. (6) Consultant G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTCCOUNTY’s Project Representative Contract Administrator of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal COST PROPOSAL and shall reference the contract this AGREEMENT number WE and the finalized project title. Credits Final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under the provisions of Section 45 Article IX - Equipment Purchase of this Agreement, must AGREEMENT. The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within 60 calendar days after completion of this AgreementCONSULTANT’s work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxxxxx Xxxx Manager of Strategic Initiatives San Xxxxxxx County Department of Public Works 0000 X. Xxxxxxxx Avenue Stockton, CA 95201 (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) H. The total amount payable by NCTC COUNTY, including the fixed fee, shall not exceed $ I. Salary increases will be reimbursable if the amount agreed to in Section 10 above, unless authorized by written amendment. (9) If new salary is within the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth salary range identified in the Scope approved Cost Proposal and is approved by COUNTY’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of Work, no payment will be made until changes in the deliverable has been satisfactorily completedprevailing wage rates are reimbursable. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. The method of payment for this Agreement will be reimbursed based on actual cost plus a fixed fee. COUNTY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct actual costs, including, without limitation, labor costs, employee benefits, overheadtravel, equipment rental costs, overhead and feesother direct costs, incurred by CONSULTANT in performance of the work. These rates are CONSULTANT will not adjustable be reimbursed for actual costs that exceed the performance period 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 in a written amendment to this Agreement. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds COUNTY’s approved overhead rate set forth in the Cost Proposal. In the event, that COUNTY determines that a change to the work from that specified in Attachment A – Scope of Work and Attachment B – Cost Proposal & Schedule of Work is required, the time or actual costs reimbursable by COUNTY shall be adjusted by a written amendment to this Agreement to accommodate the changed work. The maximum total cost as specified herein shall not be exceeded, unless authorized by a written amendment hereto. 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 applicable one (1) year period shall not be a condition or qualification to be considered for award of this Agreement. C. In addition to the allowable incurred costs, COUNTY will pay CONSULTANT a fixed fee of Twenty-Two Thousand Eighty-Eight Dollars and Thirty-Nine Cents (1) In addition$22,088.39). The fixed fee is nonadjustable for the term of this Agreement, Consultant will be reimbursed for incurred (actual) direct costs other than labor costs that are except in the Cost Proposal and identified event of a significant change in the Cost Proposal scope of work and in the executed Task Order/Scope of Worksuch adjustment is made by a written amendment hereto. (2) D. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT shall be responsible for transportation and subsistence costs in excess of applicable state rates. (3) E. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval in the form of an amendment to this Agreement for a revised milestone cost estimate from NCTCCOUNTY’s Project Representative Contract Administrator before exceeding such cost estimate. (4) F. Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurredallowable 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 Attachment B – Cost Proposal & Schedule of Work, COUNTY shall have the right to delay payment or terminate this Agreement. (5) Consultant shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. G. No payment will be made prior to approval or of any work, nor for any work performed prior to approval of this Agreement. (6) Consultant H. CONSULTANT will be reimbursedreimbursed promptly according to any and all applicable local, as promptly as fiscal procedures will permitstate and federal laws, regulations and standards upon COUNTY’s receipt by NCTC’s Project Representative of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Workinvoices in duplicate. Invoices shall be submitted no later than 45 thirty (30) calendar days after the performance of work for which Consultant CONSULTANT is billing. Invoices shall include a written report of detail the work performedperformed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract this Agreement number WE and the finalized project title. Credits The final invoice must contain the final cost and all credits due to NCTC that include COUNTY including any equipment purchased under pursuant to the provisions of Section 45 terms and conditions of this Agreement, must . The final invoice should be reimbursed by Consultant prior to the expiration or termination submitted within sixty (60) calendar days after completion of this AgreementCONSULTANT's work. Invoices shall be mailed to NCTCCOUNTY’s Project Representative Contract Administrator at the address provided in Exhibit A. (7) The period following address: COUNTY: Humboldt County Department of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) Public Works – Engineering Division Attention: Xxxx Xxxxxxxx, Contract Administrator 0000 Xxxxxx Xxxxxx Eureka, California 95501 I. The total amount payable by NCTC COUNTY including the fixed fee shall not exceed the amount agreed to in Section 10 above, unless authorized by written amendmentTwo Hundred Twenty-Four Thousand Three Hundred Twenty-Four Dollars and Ninety-One Cents ($224,324.91). (9) If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant [Choose either Option 1, 2, 3, or 4] [Option 1 - Use paragraphs A through K below for Cost-Plus-Fixed Fee AGREEMENTs] A. The method of payment for this AGREEMENT will be reimbursed based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct 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 fees. These rates are not adjustable for the performance period other estimated costs set forth in this Agreement. (1) the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT amendment. In additionno event, Consultant will CONSULTANT be reimbursed for incurred (actual) direct overhead costs other than labor costs at a rate that are exceeds LOCAL AGENCY’s approved overhead rate set forth in the Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and identified in AGREEMENT is required, the Cost Proposal and in AGREEMENT time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by AGREEMENT amendment to accommodate the executed Task Order/Scope of Work. (2) Reimbursement for transportation and subsistence costs shall not exceed the rates changed work. The maximum total cost as specified in the approved Cost Proposal. (3) When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative before exceeding such estimate. (4) Progress payments for each Task Order/Scope Paragraph “I” of Work will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant this Article shall not commence performance of work or services until this Agreement has been approved by NCTC, and notification to proceed has been issued by NCTC’s Project Representative. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (6) Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by NCTC’s Project Representative of itemized invoices. Invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall include a written report of the work performed. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE and the finalized project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTC’s Project Representative at the address provided in Exhibit A. (7) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task Orders/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) The total amount payable by NCTC shall not exceed the amount agreed to in Section 10 aboveexceeded, unless authorized by written AGREEMENT amendment. (9) If B. The indirect cost rate established for this AGREEMENT is extended through the Consultant fails to satisfactorily complete a deliverable according duration of this specific AGREEMENT. CONSULTANT’s agreement to the schedule set forth extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or AGREEMENT award. C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $(AMOUNT). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the Scope event of Work, no payment will be a significant change in the scope of work and such adjustment is made until the deliverable has been satisfactorily completedby AGREEMENT amendment. (10) Task Orders may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (11) All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant Contractor will be reimbursed for hours worked at the hourly rates specified in ConsultantContractor’s Cost Proposal and documented in attached hereto (Caltrans, Local Assistance Procedures Manual, Exhibit 10-H1 H) (“Cost Proposal”) [If Contractor will be paid on a lump sum, cost plus fixed fee, or cost per unit of work basis, alternative language is required for this section]. The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and fees. These rates are not adjustable for the performance period set forth in this Agreement. (1) In addition, Consultant Contractor will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal and identified in the Cost Proposal and in the executed Task Order/Scope of Work. (2) Specific projects will be assigned to Contractor through issuance of Task Orders/approval of the Scope of Work. (a) For any project to be performed under this Agreement, SACOG will prepare a draft Task Order/Scope of Work; less the cost estimate. A draft Task Order/Scope of Work will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate SACOG’s Project Representative. The draft Task Order/Scope of Work will be delivered to Contractor for review. Contractor shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order/Scope of Work shall be signed by both SACOG and Contractor. (b) Task Orders/Scope of Work may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Contractor’s Cost Proposal. (3) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (34) When milestone cost estimates are included in the approved Cost Proposal, Consultant Contractor shall obtain prior written approval for a revised milestone cost estimate from NCTCSACOG’s Project Representative Manager before exceeding such estimate. (45) Progress payments for each Task Order/Scope of Work will be made monthly in arrears based on services provided and actual costs incurred. (56) Consultant Contractor shall not commence performance of work or services until this Agreement has been approved by NCTCSACOG, and notification to proceed has been issued by NCTCSACOG’s Project RepresentativeManager. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (67) Consultant No expenditures are authorized on the project and work shall not commence until a Task Order/Scope of Work for the project has been executed by SACOG. (8) Contractor will be reimbursed, reimbursed as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative SACOG of itemized invoicesinvoices in triplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant Contractor is billing, or upon completion of the Task Order/Scope of Work. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project, as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE number, project title and the finalized project titleTask Order/Scope of Work number. Credits due to NCTC SACOG that include any equipment purchased under the provisions of Section 45 43 of this Agreement, must be reimbursed by Consultant Contractor prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTCSACOG’s Project Representative Manager at the address provided in Exhibit A.Section 17. (79) The period of performance for Task Orders/Scope of Work shall be in accordance with dates specified in the Task OrdersOrder/Scope of Work. No Task Order/Scope of Work will be written which extends beyond the expiration date of this Agreement. (8) 10) The total amount payable by NCTC SACOG for an individual Task Order/Scope of Work shall not exceed the amount agreed to in Section 10 abovethe Task Order/Scope of Work, unless authorized by written amendment. (911) If the Consultant Contractor fails to satisfactorily complete a deliverable according to the schedule set forth in the a Task Order/Scope of Work, no payment will be made until the deliverable has been satisfactorily completed. (1012) Task Orders Orders/Scope of Work may not be used to amend this Agreement and may not exceed the Scope of Work under this Agreement. (1113) All subcontracts in excess of $25,000 shall contain the above provisionsprovisions 6.b(1) through 6.b(12) above.

ALLOWABLE COSTS AND PAYMENTS. Consultant ‌ A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in Consultant’s CONSULTANTs Cost Proposal and documented in Exhibit 10-H1 Cost Proposal(Attachment Number 1). The specified hourly rates shall include direct labor salary costs, employee benefits, overhead, and feesfee. These rates are not adjustable for the performance period set forth in this AgreementContract. (1) B. In addition, Consultant CONSULTANT will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal cost proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of Work. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this contract is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (210) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the Contract Administrator before exceeding such estimate. (4) H. Progress payments for each Task Order/Scope of Work Order will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. CONSULTANT shall not commence performance of work or services until this Agreement contract has been approved by NCTCLOCAL AGENCY, and notification to proceed has been issued by NCTC’s Project RepresentativeLOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreementcontract. (6) Consultant J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, permit upon receipt by NCTC’s Project Representative LOCAL AGENCY’S Contract Administrator of itemized invoicesinvoices in triplicate. Invoices Separate invoices itemizing all costs are required for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant CONSULTANT is billing, or upon completion of the Task Order. Invoices shall include a written report of detail the work performedperformed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the this contract number WE number, project title and the finalized project titleTask Order number. Credits due to NCTC LOCAL AGENCY that include any equipment purchased under the provisions of Section 45 Article XI Equipment Purchase of this Agreementcontract, must be reimbursed by Consultant CONSULTANT prior to the expiration or termination of this Agreementcontract. Invoices shall be mailed to NCTCLOCAL AGENCY’s Project Representative Contract Administrator at the address provided in Exhibit A.following address: Xxx Xxxxxxxx C/CAG of San Mateo County 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx Xxxx, XX 00000 (7) L. The period of performance for Task Orders/Scope of Work Orders shall be in accordance with dates specified in the Task Orders/Scope of WorkOrder. No Task Order/Scope of Work Order will be written which extends beyond the expiration date of this AgreementContract. (8) M. The total amount payable by NCTC LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in Section 10 abovethe Task Order, unless authorized by written contract amendment. (9) N. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka Task Order, no payment will be made until the deliverable has been satisfactorily completed. (10) O. Task Orders may not be used to amend this Agreement and may not exceed the Scope scope of Work work under this Agreement. (11) P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this contract shall not exceed $342,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this contract through Task Orders. Q. All subcontracts in excess of $25,000 shall contain the above provisions.

ALLOWABLE COSTS AND PAYMENTS. Consultant A. Contractor will be reimbursed for hours worked at the hourly rates specified in Consultant’s Cost Proposal and documented in Exhibit 10-H1 Cost Proposal. The specified hourly rates shall include direct labor costs, employee benefits, overhead, and fees. These rates are not adjustable for the performance period set forth in this Agreement.in (1) B. In addition, Consultant Contractor will be reimbursed for incurred (actual) direct costs other than labor salary costs that are in the Cost Proposal and identified in the Cost Proposal cost proposal and in the executed Task Order/Scope of WorkWork Proposal Form (WPF). C. Specific projects will be assigned to Contractor through issuance of WPFs. D. After a project to be performed under this contract is identified by County, County will prepare a draft WPF, less the cost estimate. A draft WPF will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a County Project Coordinator. The draft WPF will be delivered to Contractor for review. Contractor shall return the draft WPF within ten (210) calendar days along with a cost estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost, the finalized WPF shall be signed by both County and Contractor. E. WPFs may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Contractor’s Cost Proposal. F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost ProposalProposal (Exhibit C). (3) G. When milestone cost estimates are included in the approved Cost Proposal, Consultant the Contractor shall obtain prior written approval for a revised milestone cost estimate from NCTC’s Project Representative the County Contract Administrator before exceeding such cost estimate. (4) H. Progress payments for each Task Order/Scope of Work WPF will be made monthly in arrears based on services provided and actual costs incurred. (5) Consultant I. Contractor shall not commence performance of work or services until this Agreement agreement has been approved by NCTCCounty, and notification to proceed has been issued by NCTCCounty’s Project RepresentativeContract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreementagreement. (6) Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt J. A WPF is of no force or effect until returned to County and signed by NCTC’s Project Representative an authorized representative of itemized invoicesCounty. Invoices itemizing all costs No expenditures are required authorized on a project and work shall not commence until a WPF for all work performed under each Task Order/Scope of Work. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall include a written report of the work performed. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference the contract number WE and the finalized that project title. Credits due to NCTC that include any equipment purchased under the provisions of Section 45 of this Agreement, must be reimbursed has been executed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to NCTC’s Project Representative at the address provided in Exhibit A.County. (7) K. The period of performance for Task Orders/Scope of Work WPFs shall be in accordance with dates specified in the Task Orders/Scope of WorkWPF. No Task Order/Scope of Work WPF will be written which extends beyond the expiration date of this Agreement. (8) L. The total amount payable by NCTC County for an individual WPF shall not exceed the amount agreed to in Section 10 abovethe WPF, unless authorized by written contract amendment. (9) M. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in the Scope of Worka WPF, no payment will be made until the deliverable has been satisfactorily completed. (10) Task Orders N. WPFs may not be used to amend this Agreement agreement and may not exceed the Scope of Work scope of O. The total amount payable by County for all WPFs resulting from this agreement shall not exceed $ 300,000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this Agreementcontract through WPFs. (11) P. Salary increases will be reimbursable if the new salary is within the salary range identified in Exhibit C and is approved by the Director. Q. All subcontracts in excess of $25,000 shall contain the above provisions.