Calabasas — 2025-05-07

1. Revised roundabout analysis: Upon review of the 90% submittal, staff\ndirected the consultant to conduct a study to analyze revising the design from\na traditional roundabout to a mini-roundabout. The traditional roundabout\nwill require the installation of retaining walls along the southerly limit of the\nProject (into the hillside). To potentially reduce the size of the retaining walls\nand lower construction costs, the design team analyzed a smaller\nroundabout. Ultimately, the analysis determined that the smaller roundabout\nwould not provide substantial construction savings.

2. Potholing: Potholing was not included in the original project scope. Potholing\nperformed during the design phase is an efficient method to determine\nwhere underground utility lines are located and mitigates delays and cost\noverruns during the construction phase. Identifying utility and other\nsubsurface conflicts prior to construction also reduces the likelihood of costly\nrepairs to utility lines and encountering safety hazards during construction.\nA pothole report will be prepared and made available to the construction\ncontractor.

4. AMENDED FELLOW EMPLOYEE EXCLUSION obligation for any difference between the actual\ncash value of the " auto" at the time of the " loss"\nEXCLUSION 5. - FELLOW EMPLOYEE - of\nand the " outstanding balance" of the loan/\nlease.\nSECTION 11 - LIABILITY COVERAGE does not\napply if you have workers' compensation Outstanding balance" means the amount you\ninsurance in -force covering all of your owe on the lease at the time\nloan/ of " loss" Tess\nemployees". any amounts representing taxes; overdue\nis other collectible payments; penalties, interest or charges resulting\nCoverage excess over any\ninsurance.\nfrom overdue payments; additional mileage\ncharges; excess wear and tear charges; lease

10. INDEMNIFICATION\n10. The parties agree that City, its officers, agents, employees and volunteers should, to the\nfullest extent permitted by law, be protected from any and all loss, injury, damage, claim,\nlawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or\nin any way related to the performance of this Agreement. Accordingly, the provisions of\nthis indemnity provision are intended by the parties to be interpreted and construed to\nprovide the City with the fullest protection possible under the law. Consultant\nacknowledges that City would not enter into this Agreement in the absence of\nConsultant'\ns commitment to indemnify and protect City as set forth herein.\n2\n10. To the fullest extent indemnify, hold harmless and\npermitted by law, Consultant shall\ndefend City, its officers, agents, employees and volunteers from and against any and all\nclaims and losses, costs or expenses for any damage due to death or injury to any person\nand injury to any property resulting from any alleged intentional, reckless, negligent, or\notherwise wrongful acts, errors or omissions of Consultant or any of its officers,\nemployees, servants, agents, or subcontractors in the performance of this Agreement.\nSuch costs and expenses shall include reasonable attorneys' fees due to counsel of City'\ns\nchoice.\n3\n10. City shall have the right to offset against the amount of any compensation due Consultant\nunder this Agreement any amount due City from Consultant as a result of Consultant'\ns\nInitials: ( City) Contractor) Or Page 5 of 26\nv. 7.\n0 Last Update: 05/\n( 04/\n22)\nProfessional Services Agreement\nProviding for Payment of Prevailing Wages\nCity of Calabasas//\nMNS Engineers, Inc.\nfailure to pay City promptly any indemnification arising under this Section 10 and related\nto s\nConsultant' failure to either ( i)pay taxes on amounts received pursuant to this\nAgreement or ( ii)comply with applicable workers' compensation laws.\n4\n10. The obligations of Consultant under this Section 10 will not be limited by the provisions\nof any workers' compensation act or similar act. Consultant expressly waives its\nstatutory immunity under such statutes or laws as to City, its officers, agents, employees\nand volunteers.\n5\n10. Consultant agrees to obtain executed indemnity agreements with provisions identical to\nthose set forth here in this Section 10 from each and every subcontractor or any other\nof Consultant in the performance of\nperson or entity involved by, for, with or on behalf\nthis Agreement. In the event Consultant fails to obtain such indemnity obligations from\nothers as required herein, Consultant agrees to be fully responsible and indemnify, hold\nharmless and defend City, its officers, agents, employees and volunteers from and against\nany and all claims and losses, costs or expenses for any damage due to death or injury\nto\nany person and injury to any property resulting from any alleged intentional, reckless,\nnegligent, or otherwise wrongful acts, errors or omissions of Consultant'\ns subcontractors\nor any other person or entity involved by, for, with\nor on behalf of Consultant in the\nperformance of this Agreement. Such costs and expenses shall include reasonable\nattorneys' fees incurred by counsel of City'\ns choice.\n6\n10. City does not, and shall not, waive any rights that it may possess against Consultant\nbecause of the acceptance by City, or the deposit with City, of any insurance policy or\ncertificate required pursuant to this Agreement. This hold harmless and indemnification\nprovision shall apply regardless of whether or not any insurance policies are determined\nto be applicable to the claim, demand, damage, liability, loss, cost or expense.

11. INSURANCE\n11. During the term of this Agreement, Consultant shall carry, maintain, and keep in full\nforce and effect insurance against claims for death or injuries to persons or damages to\ns performance of this\nproperty that may arise from or in connection with Consultant'\nAgreement. Such insurance shall be of the types and in the amounts as set forth below:\n1. Comprehensive\n11. General Liability Insurance with coverage limits of not less than\nOne Million Dollars ($ 1,000) including products and operations hazard,\n000,\ncontractual insurance, broad form property damage, independent consultants,\npersonal injury, underground hazard, and explosion and collapse hazard where\napplicable.\n2 Automobile\n1.\n11. Liability Insurance for vehicles used in connection with the\nof this Agreement with minimum limits of One Million Dollars\nperformance\n000)per incident.\n000)per claimant and One Million dollars ($ 1,\n000,\n1, 000,\n3 Worker'\n11.\n1. s Compensation insurance as required by the laws of the State of\nInitials: ( City) Contractor) Page 6 of 26\nv. 7.\n0 (\nLast 04/\n22)\nUpdate: 05/\nProfessional Services Agreement\nProviding for Payment of Prevailing Wages\nMNS Engineers, Inc.\nCity of Calabasas//\nCalifornia, including but not limited to California Labor Code § 1860 and 1861 as\nfollows:\nContractorshall take out and maintain, during the life of this contract, Worker'\ns\nsite of\nCompensation Insurance for all of s employees employed\nContractor' at the\nimprovement; and, if any work is sublet, Contractor shall require the\nsubcontractor s Compensation Insurance for all of\nsimilarly to provide Worker'\nthe latter'\ns employees, unless such employees are covered by the protection\nafforded s subcontractors shall\nby Contractor. Contractor and any of Contractor'\nbe required to provide City with a written statement acknowledging its obligation\ns Compensation Insurance as required by Labor\nto secure payment of Worker'\nCode § 1861; to wit: `\nI am aware of the provisions of Section 3700 of the Labor\nCode which require every employer to be insured against liability for workers'\ninsurance in accordance with the provisions of\ncompensation or to undertake self-\nthat code, and I will comply with such provisions before commencing the\nperformance of the work of this contract.' If any class of employees engaged in\nwork under this contract at the site of the Project is not protected under any\ns Compensation law, Contractor shall provide and shall cause each\nWorker'\nsubcontractor to provide adequate insurance for the protection of employees not\notherwise protected. Contractor shall indemnify and hold harmless City for any\ndamage resulting from failure of either Contractor or any subcontractor to take\nout or maintain such insurance.\n4 Professional Errors and Omissions Insurance with coverage limits of not less than\n1.\n11.\nOne Million Dollars ($ 1,\n000,\n000).\n2\n11. Consultant require each of its subcontractors to maintain insurance\nshall coverage that\nmeets all of the requirements of this Agreement.\n3\n11. The policy or policies required by this Agreement shall be issued by an insurer admitted\nin the State of California and with a rating of at least A:VII in the latest edition of Best'\ns\nInsurance Guide.\n4\n11. Consultant agrees that if it does not keep the aforesaid insurance in full force and effect,\nCity may either ( i)immediately terminate this Agreement; or ( ii)take out the necessary\ns expense, the premium thereon.\ninsurance and pay, at Consultant'\n5\n11. At all times during the term of this Agreement, Consultant shall maintain on file with\nof insurance showing that the aforesaid\nCity' Risk Manager a certificate or certificates\ns\npolicies are in effect in the required amounts and naming the City and its officers,\nemployees, agents and volunteers as additional insureds. Consultant shall, prior to\ncommencement of work under this Agreement, file with s Risk Manager such\nCity'\ns).\ncertificate(\n11.\n6 Consultant provide proof that policies of insurance required herein expiring during\nshall\nthe term of this Agreement have been renewed or replaced with other policies providing\nInitials: ( City) Contractor) ar Page 7 of 26\nv. 7.\n0 ( 22)\nLast Update: 05/\n04/\nProfessional Services Agreement\nProviding for Payment of Prevailing Wages\nCity of Calabasas//\nMNS Engineers, Inc.\nat least the same coverage. Such proof will be furnished at least two weeks prior to the\nexpiration of the coverages.\n7\n11. The General Liability Policy of insurance required by this Agreement shall contain an\nendorsement naming City and its officers, employees, agents and volunteers as additional\ninsureds. The General Liability Policy required under this Agreement shall contain an\nendorsement providing that the policies cannot be canceled or reduced except on thirty\ndays' prior written notice to City. Consultant agrees to require its insurer to modify the\ncertificates of insurance to delete any exculpatory wording stating that failure of the\ninsurer to mail written notice of cancellation imposes no obligation, and to delete the\nword " endeavor" with regard to any notice provisions. If this contract provides service to\na Homeowners Association, that Homeowners Association must be listed as an additional\ninsured in addition to the City.\n8\n11. The insurance provided by Consultant shall be primary to any coverage available to City.\nAny insurance or insurance\nself- maintained by City or\nand/ its officers, employees, agents\nConsultant' insurance and shall not contribute with it.\nor volunteers, shall be in excess of s\n9\n11. All insurance coverage provided this\nAgreement shall not prohibit\npursuant to\ns employees, agents or subcontractors, from waiving the right\nConsultant, and Consultant'\nof subrogation prior to a loss. Consultant hereby waives all rights of subrogation against\nthe City.\n11.\n10 Any deductibles or self -insured retentions must be declared to and approved by the City.\nAt the option of City, Consultant shall either reduce or eliminate the deductibles or self -\ninsured retentions with respect to City, or Consultant shall procure a bond or other\nsecurity acceptable to the City guaranteeing payment of losses and expenses.\n11\n11. Procurement by Consultant shall not be construed as a limitation of\nof insurance\nConsultant'\ns liability s duties to indemnify, hold\nfull performance of Consultant'\nor as\nharmless and defend under Section 10 of this Agreement.

12. MUTUAL COOPERATION\n12. City shall provide Consultant with all pertinent data, documents and other requested\ninformation as is reasonably available for the proper performance of Consultant' s\nservices under this Agreement.\n12.\n2 In the event any claim or action is brought against City relating to Consultant'\ns\nperformance in connection with this Agreement, Consultant shall render any reasonable\nassistance that City may require.

13. RECORDS AND INSPECTIONS\nConsultant shall maintain full and accurate records with respect to all matters covered under this\nAgreement for a period of three years after the expiration or termination of this Agreement. City shall\nhave the right to access and examine such records, without charge, during normal business hours. City\nInitials: ( City)\nIt ( Contractor) ar Page 8 of 26\nv. 7.\n0 (\nLast Update: 05/\n04/\n22)\nProfessional Services Agreement\nProviding for Payment of Prevailing Wages\nMNS Engineers, Inc.\nCity of Calabasas//\nshall further have the\nright to audit such records, to make transcripts therefrom and to inspect all\nprogram data, documents, proceedings, and activities with respect to this Agreement.

14. PERMITS AND APPROVALS\nConsultant shall obtain, at its sole and expense, all permits and regulatory approvals\ncost\nnecessary in the performance of this Agreement. This includes, but shall not be limited to,\nencroachment permits and building and safety permits and inspections.

15. NOTICES\nAny notices, bills, invoices, or reports required by this Agreement shall be deemed received on:\nthe day of delivery if delivered by hand, facsimile or overnight courier service\ni) during the addressee'\ns\nregular business hours; or ( ii)on the third business day following deposit in the United States mail if\ndelivered by mail, postage prepaid, to the addresses listed below ( or to such other addresses as the\nparties may, from time to time, designate in writing).\nIf to City: If to Consultant:\nCity of Calabasas MNS Engineers, Inc.\n100 Civic Center Way 4580 E. Thousand Oaks Blvd\nCalabasas, CA 91302 Suite 101\nAttn: Tatiana Holden Westlake Village, CA 91362\nTelephone: ( 818) 224-\n1600 Attn: Michaellp\nFacsimile: ( 818) 225-\n7338 Telephone: ( 805)719-\n9807\nEmail: mip@mnsengineers.\ncom\nWith courtesy copy to:\nMatthew T. Summers\nColantuono, Highsmith & Whatley, PC\nCity Attorney\n790 E. Colorado Blvd., Suite 850\nPasadena, CA 91101\n5700\nTelephone: ( 213) 542-\nFacsimile: (213) 542-\n5710

16. SURVIVING COVENANTS\nThe parties agree that the covenants contained in Section 9, Section 10, Paragraph 2 and\n12.\nSection 13 of this Agreement shall survive the expiration or termination of this Agreement.\nInitials: ( City) Contractor) air Page 9 of 26\nv. 7.\n0 (\nLast Update: 05/\n04/\n22)\nProfessional Services Agreement\nProviding for Payment of Prevailing Wages\nCity of Calabasas//\nMNS Engineers, Inc.

17. TERMINATION\n1. City shall\n17. have the right to terminate this Agreement for any reason on five calendar\ndays' written notice to Consultant. Consultant shall have the right to terminate this\nAgreement for any reason on sixty calendar days' written notice to City. Consultant\nagrees to cease all work under this Agreement on or before the effective date of any\nnotice of termination. All City data, documents, objects, materials or other tangible\nthings shall be returned to City upon the termination or expiration of this Agreement.\n2\n17. If City terminates this Agreement due to no fault or failure of performance by Consultant,\nthen Consultant shall be paid based on the work satisfactorily performed at the time of\ntermination. In no event shall Consultant be entitled to receive more than the amount that\nwould paid to Consultant for the full performance of the services required by this\nbe\nAgreement.

18. GENERAL PROVISIONS\n18. Consultant shall not delegate, transfer, assign its duties or rights\nsubcontract or\nhereunder, either in whole or in part, without s City' prior written consent, and any\nto do so shall be void and of no effect. City shall not be obligated or liable under\nattempt\nthis Agreement to any party other than Consultant.\n2\n18. In the performance of this Agreement, Consultant shall not discriminate against any\nemployee, subcontractor, or applicant for employment because of race, color, creed,\nreligion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or\nmental disability, medical condition or any other unlawful basis.\n3\n18. The captions appearing at the commencement of the sections hereof, and in any\nparagraph thereof, are descriptive only and for convenience in reference to this\nAgreement. Should there be any conflict between such heading, and the section or\nor paragraph thereof, as the\nparagraph thereof at the head of which it appears, the section\ncase may be, and not such heading, shall control and govern in the construction of this\nAgreement. Masculine or feminine pronouns shall be substituted for the neuter form and\nvice versa, and the plural shall be substituted for the singular form and vice versa, in any\nplace or places herein in which the context requires such substitution(\ns).\n4\n18. The waiver by City or Consultant of any breach of any term, covenant or condition herein\ncontained shall not be deemed to be a waiver of such term, covenant or condition or of\nor condition herein\nany subsequent breach of the same or any other term,\ncovenant\ncontained. No term, covenant or condition of this Agreement shall be deemed to have\nbeen waived by City or Consultant unless in writing.\n5\n18. Consultant shall not be liable for any failure to perform if Consultant presents acceptable\ns sole judgment that such failure was due to causes beyond the control\nevidence, in City'\nand without the fault or negligence of Consultant.\nInitials: ( City) Contractor) Or Page 10 of 26\nv. 7.\n0 Last Update: 05/\n( 04/\n22)\nProfessional Services Agreement\nProviding for Payment of Prevailing Wages\nMNS Engineers, Inc.\nCity of Calabasas//\n6\n18. Each right, power and remedy provided for herein or now or hereafter existing at law, in\nequity, by statute, or otherwise shall be cumulative and shall be in addition to every other\nright, power, or remedy provided for herein or now or hereafter existing at law, in equity,\nby statute, or otherwise. The exercise, the commencement of the exercise, or the\nforbearance of the exercise by any party of any one or more of such rights, powers or\nremedies shall not preclude the simultaneous or later exercise by such party of any of all\nof such other rights, powers or remedies. In the event legal action shall be necessary to\nenforce any term, covenant or condition herein contained, the party prevailing in such\naction, whether reduced to judgment or not, shall be entitled to its reasonable and actual\ncourt costs, including accountants' fees, if any, and attorneys' fees expended in such\naction. The venue for any litigation shall be Los Angeles County, California.\n7\n18. If any term or provision of this Agreement or the application thereof to any person or\ncircumstance shall, to any extent, be invalid or unenforceable, then such term or\nprovision shall be amended to, and solely to, the extent necessary to cure such invalidity\nor unenforceability, and shall be enforceable in its amended form. In such event, the\nremainder of this Agreement, or the application of such term or provision to persons or\ncircumstances other than those as to which it is held invalid or unenforceable, shall not be\naffected thereby, and each term and provision of this Agreement shall be valid and be\nenforced to the fullest extent permitted by law.\n8\n18. This Agreement shall be governed and construed in accordance with the laws of the State\nof California.\n9\n18. All documents referenced as exhibits in this Agreement are hereby incorporated into this\nAgreement. In the event of any material discrepancy between the express provisions of\nthis Agreement and the provisions of any document incorporated herein by reference, the\nprovisions of this Agreement shall prevail. This instrument contains the entire\nAgreement between City and Consultant with respect to the transactions contemplated\nherein. No other prior oral or written agreements are binding upon the parties.\nAmendments hereto or deviations herefrom shall be effective and binding only if made in\nwriting and executed by City and Consultant.\n10\n18. This Agreement is further subject to the provisions of Article 1.\n5 ( commencing at Section\n20104) of Division 2, Part 3 of the Public Contract Code regarding the resolution of\npublic works claims of less than $ 000.\n375, Article 5\n1. mandates certain procedures for\nthe filing of claims and supporting documentation by the contractor, for the response to\nsuch claims by the contracting public agency, for a mandatory meet and confer\nconference upon the request of the contractor, for mandatory nonbinding mediation in the\nevent litigation is commenced, and for mandatory judicial arbitration upon the failure to\nresolve the dispute through mediation. This Agreement hereby incorporates the\nof Article 5\n1. as though fully set forth herein.\nprovisions\n11\n18. This Agreement is further subject to the provisions of California Public Contracts Code §\n6109 which prohibits the Consultant from performing work on this project with a\nsubcontractor who to perform work on the project pursuant to §§ 1777. or\nInitials: ( City) Contractor) 12\ni sineligible Page 11 of 26\nv. 7.\n0 Last Update: 05/\n( 04/\n22)\nProfessional Services Agreement\nProviding for Payment of Prevailing Wages\nCity of Calabasas//\nMNS Engineers, Inc.\n7 of the Labor Code.\n1777.

5. HIRED AUTO PHYSICAL DAMAGE COVERAGE termination fees; security deposits not returned by\nIf hired " autos" are covered " autos" for Liability the lessor; costs for extended warranties, credit\nCoverage and if Comprehensive, Specified life Insurance, health, accident or disability\nCauses of Loss, or Collision coverages are insurance purchased with the loan or lease; and\nprovided under this Coverage Form for any " auto" over\ncarry- balances from previous loans or\nyou own, then\nthe Physical Damage Coverages leases.\nprovided are extended to " autos" you hire or 8. AIRBAG COVERAGE\nborrow, subject to the following limit.\nUnder Paragraph B. EXCLUSIONS - of SECTION\nThe most we will pay for " loss"to any hired " auto" III - PHYSICAL DAMAGE the\nCOVERAGE,\nis:\nfollowing is added:\n1) $100,\n000; The exclusion relating to mechanical breakdown\n2) The actual cash value of the damaged or does not apply to the accidental discharge of an\nstolen property at the time of the " loss"; or airbag.\n3) The cost of repairing or replacing the 9. ELECTRONIC EQUIPMENT - BROADENED\ndamaged or stolen property, COVERAGE\nwhichever is smallest, minus a deductible. The a. The exceptions to Paragraphs 4 -\nB.\ndeductible will be equal to the largest deductible EXCLUSIONS - of SECTION III - PHYSICAL\napplicable to any owned " auto" for that coverage. DAMAGE COVERAGE are replaced by the\nNo deductible applies to " loss" caused by fire or following:\nlightning. Hired Auto Physical Damage coverage Exclusions c. and\n4. d. do\n4. not apply to\nis excess over any other collectible insurance.\nequipment designed to be operated solely by\nSubject to the above limit, deductible and excess use of the power from the " s"\nauto' electrical\nprovisions, we will provide coverage equal to the\nsystem that, at the time of " loss",is:\nbroadest coverage applicable to any covered\nauto" you own. 1) Permanently installed in or upon the\ncovered " auto";\nWe will also cover loss of use of the hired " auto" if\n2) Removable from a housing unit which is\nit results from an " accident", you are legally liable\npermanently installed in or upon the\nand the lessor incurs an actual financial loss,\ncovered " auto";\nsubject to a maximum of $ 1000 per " accident".\nThisextension of coverage does not apply to any 3) An integral part of the same unit housing\nauto" you hire or borrow from any of your any electronic equipment described in\nemployees", partners ( if you are a partnership), Paragraphs ( 1)and ( 2)above; or\nmembers ( if you are a limited liability company), 4) Necessary for the normal operation of the\nor members of their households. covered " auto" or the monitoring of the\nDAMAGE - ADDITIONAL covered " auto'\ns" operating system.

6. PHYSICAL\nTEMPORARY TRANSPORTATION EXPENSE b. Section 111, PhysicalDamage Coverage, Limit\nCOVERAGE of Insurance, Paragraph C.\n2.is amended to\nadd the following:\nParagraph a.\n4.\nA. of SECTION 111 - PHYSICAL\nDAMAGE COVERAGE is amended to provide a 1,\n500 is the most we will pay for " loss" in\nlimit of $ 50 per day and a maximum limit of any one " accident" to all electronic equipment\n000.\n1, other than equipment designed solely for the

7. Los Angeles County Public Works Consolidated Sewer Maintenance District\n (CSMD) Proposed 2025 Rate Increase\n Recommendation: Receive a presentation from the Los Angeles County Public\n Works Consolidated Sewer Maintenance District (CSMD).

8. RELATIONSHIP OF PARTIES\nConsultant is, and shall at all times remain as to City, a wholly independent contractor.\nConsultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise\nto act on behalf of City as an agent. Neither City nor any of its agents shall have control over the\nconduct of Consultant or any of Consultant'\ns employees, except as set forth in this Agreement.\nConsultant shall not represent that it is, or that any of its agents or employees are, in any manner\nemployees of City.

9. CONFIDENTIALITY\ndata, documents, discussion, or other information developed or received by Consultant or\nAll\nprovided for performance of this Agreement are deemed confidential and shall not be disclosed by\nConsultant without prior written consent by City. City shall grant such consent if disclosure is legally\nrequired. Upon request, all City data shall be returned to City upon the termination or expiration of this\nAgreement.