CMSD & MCSD Standard Specifications & Drawings Development Update Project (Re-Bid) Addendum No. 1

Exhibit A
RFP Exhibit A
AGREEMENT FOR CONSULTANT SERVICES SAMPLE AGREEMENT
This Agreement is made and effective as of ______________, 2026, between the
Costa Mesa Sanitary District, a sanitary district ("CMSD"), and ____________, a corporation
("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the
parties agree as follows:
Recitals
WHEREAS, CMSD is seeking to update and improve standard drawings and
specification for CMSD and the Midway City Sanitary District ("MCSD"); and
WHEREAS, in March 2026, the CMSD began soliciting proposals from qualified
engineering consulting firms to develop and prepare standard sewer drawings and
specifications for the two agencies; and
WHEREAS, the Consultant submitted a proposal that is considered "Best Value"
and the CMSD has determined that Consultant is fully qualified to provide the services
required by this Agreement; and
WHEREAS, the CMSD desires to enter into an Agreement with Consultant to
provide the services described herein.
NOW, THEREFORE, the parties agree as follows:
1. TERM
This Agreement shall commence on the date indicated, above, and shall remain and
continue in effect until the project is completed and approved by the CMSD as complete.
The CMSD expects that the work products be submitted by the deadline(s) indicated in the
Request for Proposal, dated May 12, 2026. However, the Consultant shall complete the
project work products and final documentation in no more than 70 workdays from Notice to
proceed.
2. SERVICES
Consultant shall perform all the tasks described in the Request for Proposal, and the
Scope of Work (Exhibit B) and the Consultant's Proposal (Exhibit A), each attached hereto
and incorporated herein as though set forth in full, and other related tasks as directed by the
CMSD District Engineer. Where a conflict is existing, this Agreement, Request for Proposal,
Scope of Work, then the Consultant's proposal govern in priority order.

Exhibit A
3. PERFORMANCE
Consultant shall, at all times, faithfully, competently and to the best of his/her/its
ability, experience, and talent perform all tasks described herein. Consultant shall employ,
at a minimum, generally accepted standards and practices utilized by persons engaged in
providing similar services as are required of Consultant hereunder in meeting its obligations
under this Agreement.
Time is of the essence because the Agencies must use the standards for the latest design
and construction packages soon to be bid.
4. CMSD MANAGEMENT
CMSD's District's Engineer will be the project manager for this project work will
represent CMSD and the MCSD & CMSD Joint venture in all matters pertaining to the
administration of this Agreement. CMSD will collaborate and coordinate approvals with
MCSD. The Consultant is not required to obtain approval(s) from MSCD as that is CMSD's
responsibility. As provided by CMSD Ordinance, the CMSD District Engineer has the
authority to grant time extensions and the CMSD General Manager has authority execute
all necessary documents subject to Consultant's compensation or change order fees,
subject to Section 5 hereof.
5. PAYMENT
(a) The CMSD agrees to pay Consultant in accordance with the tasks as set forth
in Exhibit A, attached, on a monthly basis. This amount shall not exceed ______Dollars
($________) for the total term of this Agreement unless additional payment is approved as
provided in this Agreement. Said sum includes travel and other costs.
(b) Consultant shall not be compensated for any services rendered in connection
with its performance of this Agreement which are in addition to those set forth herein, unless
such additional services are authorized in advance and in writing by the CMSD General
Manager. Consultant shall be compensated for any additional services in the amounts and
in the manner as agreed to by the CMSD General Manager and Consultant at the time
CMSD's written authorized is given to Consultant for the performance of said services.
(c) Consultant will submit invoices on a monthly basis showing hours worked and
the hourly rates. Payment shall be made within thirty (30) days of receipt of each invoice as
to all non-disputed fees. If the CMSD disputes any of Consultant's fees, it shall give written
notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set
forth on the invoice.

Exhibit A
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The CMSD may, at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least
ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise. If
the CMSD suspends or terminates a portion of this Agreement, such suspension or
termination shall not make voice or invalidate the remainder of this Agreement.
(b) In the event this Agreement is terminated pursuant to this Section, the CMSD
shall pay to Consultant the actual value of the work performed up to the time of termination,
provided that the work performed is of value to the CMSD. Upon termination of the
Agreement pursuant to this Section, the Consultant will submit an invoice to the CMSD
pursuant to Section 5.
7. DEFAULT OF CONSULTANT
(a) The Consultant's failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Consultant is in default for cause under the terms of
this Agreement, the CMSD shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate this
Agreement immediately by written notice to the Consultant. If such failure by the Consultant
to make progress in the performance of work hereunder arises out of causes beyond the
Consultant's control, and without fault of negligence of the Consultant, it shall not be
considered a default.
(b) If the Project Manager or his/her delegate determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she shall
cause to be served upon the Consultant a written notice of the default. The Consultant shall
have ten (10) days after service upon it of said notice in which to cure the default by
rendering a satisfactory performance. In the event that the Consultant fails to cure its default
within such period of time, the CMSD shall have the right, notwithstanding any other
provision of this Agreement, to terminate this Agreement without further notice and without
prejudice to any other remedy to which it may be entitled at law, in equity or under this
Agreement.
8. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect to the
professional services required by this Agreement and will produce the work product specified
in Exhibit A and B and other such information required by the CMSD that relate to the
performance of services under this Agreement. Such work product shall be fully usable by

Exhibit A
the CMSD and the MCSD. The Consultant shall maintain adequate records of services
provided in sufficient detail to permit an evaluation of services. All such records shall be
maintained in accordance with generally accepted accounting principles and shall be clearly
identified and readily accessible. The Consultant shall provide free access to the
representatives of the CMSD or its designees at reasonable times to such books and
records; shall give the CMSD the right to examine and audit said books and records; shall
permit the CMSD to make transcripts therefrom as necessary; and shall allow inspection of
all work, data, documents, proceedings and activities related to this Agreement. Such
records, together with supporting documents, shall be maintained for a period of three (3)
years after receipt of final payment. Alternatively, all documents produced shall be
maintained and owned at the CMSD and the MCSD offices.
(b) Upon completion, termination or suspension of this Agreement, all work
produced to any medium and/or other documents prepared in the course of providing the
services to be performed pursuant to this Agreement shall become the sole property of the
CMSD and/or the MCSD, as applicable, and may be used, reused or otherwise disposed of
by the CMSD or the MCSD without the permission of the Consultant. With respect to
computer files, Consultant shall make available to the CMSD, at the Consultant's office and
upon reasonable written request by the CMSD, the necessary computer software and
hardware for purposes of accessing, compiling, transferring and printing computer files.
(c) The consultant shall provide documents in the following formats and file types
i: written documents: one (1) hardcopy, one Microsoft Word file, one (1) PDF
file.
ii. Spreadsheet(s): One (1) hardcopy, one electronic file (based on software
type), one (1) PDF
iii. Models: one (1) hardcopy, one (1) electronic file, one (1) PDF
iv. Presentation: one (1) hardcopy, one (1) electronic file, one (1) PDF
9. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for Consultant's services, to the fullest extent permitted by law,
Consultant shall indemnify, protect, defend and hold harmless the CMSD, the MCSD, and
any and all of their officials, employees and agents ("Indemnified Parties") from and against
any and all losses, liabilities, damages, costs and expenses, including attorney's fees and
costs to the extent same are caused in whole or in part by any negligent or wrongful act,
error or omission of Consultant, its officers, agents, employees or subconsultants (or any
entity or individual that Consultant shall bear the legal liability thereof) in the performance of
professional services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant shall
indemnify, defend and hold harmless the CMSD, the MCSD, and any and all of their
employees, officials and agents from and against any liability (including liability for claims,

Exhibit A
suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including
attorney's fees and costs, court costs, interest, defense costs and expert witness fees),
where the same arise out of, are a consequence of, or are in any way attributable to, in
whole or in part, the performance of this Agreement by the Consultant or by any individual
or entity for which the Consultant is legally liable, including, but not limited to, officers, agent,
employees or subconsultants of the Consultant.
10. INSURANCE
The Consultant shall, at its expense, procure and maintain for the duration of this
Agreement insurance against claims for injuries to persons or damages to property which
may arise from or in connection with the performance of this Agreement by the Consultant,
its agents, representatives, employees, or subcontractors. Consultant shall also require all
of its subcontractors to procure and maintain the same insurance for the duration of this
Agreement. If Consultant is an employer or otherwise hires one (1) or more employees
during the term of this Project, the Consultant shall procure and maintain workers'
compensation coverage for such employees which meets all requirements of state law
(Labor Code 1861).
At a minimum, the Consultant is required to submit proof of insurance in accordance
with the following standards:
Minimum Scope of Insurance: Coverage shall be at least as broad as the latest
version of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services
Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required by
the State of California and Employer's Liability Insurance; and (4) Professional Liability
Insuruance (aka Errors and Omissions Liability Insurance).
Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less than:
(A) General Liability. One Million Dollars ($1,000,000.00) per occurrence for bodily
injury, personal injury and property damage. If Commercial General Liability Insurance or
other form with general aggregate limit is used, either the general aggregate limit shall apply
separately to this Agreement/location or the general aggregate limit shall be twice the
required occurrence limit. 6 PSA 12 10
(B) Automobile Liability. One Million Dollars ($1,000,000.00) per accident for bodily
injury and property damage.
(C)Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the Labor Code of the State of California. Employer's Liability limits of
One Million Dollars ($1,000,000.00) per accident for bodily injury or disease.

Exhibit A
(D)Professional Liability. Professional liability (errors & omissions) insurance.
Consultant shall maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of $1,000,000 per
claim and in the aggregate. Any policy inception date, continuity date, or retroactive date
must be before the effective date of this agreement and Consultant agrees to maintain
continuous coverage through a period no less than three years after completion of the
services required by this agreement.
Insurance Endorsements: The insurance policies shall contain the following
provisions, and a separate endorsement stating to add the following provisions to the
insurance policies shall be submitted and approved by the MCSD and the CMSD:
(A) General Liability. The general liability policy shall be endorsed to state that: (1)
the MCSD and the CMSD, its directors, officials, officers, employees, agents, and volunteers
shall be covered as additional insureds with respect to the work or operations performed by
or on behalf of the Consultant, including materials, parts, or equipment furnished in
connection with such work; and (2) the insurance coverage shall be primary insurance as
respects the MCSD and the CMSD, its directors, officials, officers, employees, agents, and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained
by the CMSD and/or the MCSD, its directors, officials, officers, employees, agents, and
volunteers shall be excess of the Consultant's insurance and shall not be called upon to
contribute with it in any way.
(B) Workers' Compensation and Employer's Liability Coverage. The insurer shall
agree to waive all rights of subrogation against the CMSD, its directors, officials, officers,
employees, agents, and volunteers for losses paid under the terms of the insurance policy
which arise from work performed by the Consultant.
(C) All Coverage. Each insurance policy required by this Agreement shall be
endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or canceled
except after thirty (30) days prior written notice by certified mail, return receipt requested,
has been given to CMSD, and (B) any failure to comply with reporting or other provisions of
the policies, including breaches or warranties, shall not affect coverage provided to the the
CMSD its directors, official, officers, employees, agents, and volunteers.
Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A- or better, licensed to do business in California, and
satisfactory to CMSD.
All insurance documents must be submitted and approved by the CMSD's Risk
Manager prior to execution of any Agreement with District.

Exhibit A
11. INDEPENDENT CONSULTANT
(a) Consultant is and shall at all times remain as to the CMSD a wholly
independent Consultant. The personnel performing the services under this Agreement on
behalf of Consultant shall at all times be under Consultant's exclusive direction and control.
Neither the CMSD nor any of its officers, employees, or agents shall have control over the
conduct of Consultant or any of Consultant's officers, employees, or agents, except as set
forth in this Agreement. The Consultant shall not at any time or in any manner represent that
it or any of its officers, employees, or agents are in any manner officers, employees, or
agents of the CMSD. The Consultant shall not incur or have the power to incur any debt,
obligation, or liability whatever against The CMSD, or bind the CMSD in any manner.
(b) No employee benefits shall be available to the Consultant in connection with the
performance of this Agreement. Except for the fees paid to the Consultant as provided in
the Agreement, the CMSD shall not pay salaries, wages, or other compensation to
Consultant for performing services hereunder for the CMSD. The CMSD shall not be liable
for compensation or indemnification to Consultant for injury or sickness arising out of
performing services hereunder.
(c) With regard to A.B. 5 (Labor Code 2750.3) this Agreement sets forth a "business
to business" relationship and the Consultant is the employer of all persons provided under
this Agreement, and those persons are employees of the Consultant. Control of those
persons shall be with the Consultant and the CMSD shall provide direction to the Consultant
who shall direct its employees in accordance with that direction.
12. LEGAL RESPONSIBILITIES
The Consultant shall keep itself informed of State and Federal laws and regulations
which in any manner affect those employed by it or in any way affect the performance of its
service pursuant to this Agreement. The Consultant shall at all times observe and comply
with all such laws and regulations. The CMSD, the MCSD, and its officers and employees,
shall not be liable at law or in equity occasioned by failure of the Consultant to comply with
this Section.
13. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure has been used
against or in concert with any officer or employee of the Costa Mesa Sanitary CMSD in
connection with the award, terms or implementation of this Agreement, including any method
of coercion, confidential financial arrangement or financial inducement. No officer or
employee of the CMSD will receive compensation, directly or indirectly, from the Consultant,
or from any officer, employee or agent of the Consultant, in connection with the award of

Exhibit A
this Agreement or any work to be conducted as a result of this Agreement. Violation of this
Section shall be a material breach of this Agreement entitling the CMSD to any and all
remedies at law or in equity.
14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the CMSD, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the Project
during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in
any agreement or sub-agreement, or the proceed thereof, for work to be performed in
connection with the Project performed under this Agreement.
15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall be
considered confidential and shall not be released by Consultant without CMSD's prior written
authorization. Consultant, its officers, employees, agents or subconsultants, shall not
without written authorization from the CMSD Project Manager or unless requested by the
CMSD Counsel, voluntarily provide declarations, letters of support, testimony at depositions,
response to interrogatories, or other information concerning the work performed under this
Agreement or relating to any project or property located within the CMSD. Response to a
subpoena or court order shall not be considered "voluntary" provided the Consultant gives
the CMSD notice of such court order or subpoena.
(b) The Consultant shall promptly notify the CMSD should the Consultant, its officers,
employees, agents or subconsultants be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, requests for admissions, or
other discovery request, court order, or subpoena from any person or party regarding this
Agreement and the work performed thereunder or with respect to any project or property
located within the CMSD. The CMSD retains the right, but has no obligation, to represent
Consultant and/or be present at any deposition, hearing, or similar proceeding. The
Consultant agrees to cooperate fully with the CMSD and to provide the opportunity to review
any response to discovery requests provided by the Consultant. However, the CMSD's right
to review any such response does not imply or mean the right by the CMSD to control, direct,
or rewrite said response.
(c) The Consultant covenants that neither he/she nor any officer or principal of
their firm have any interest in, or shall acquire any interest, directly or indirectly, which will
conflict in any manner or degree with the performance of their services hereunder. The
Consultant further covenants that in the performance of this Agreement, no person having
such interest shall be employed by them as an officer, employee, agent or subconsultant.
The Consultant further covenants that the Consultant has not contracted with nor is
performing any services, directly or indirectly, with any developer(s) and/or property
owner(s) and/or firm(s) and/or partnership(s) owning property in the CMSD or the study area

Exhibit A
and further covenants and agrees that the Consultant and/or its subconsultants shall provide
no service or enter into any agreement or agreements with a/any developer(s) and/or
property owner(s) and/or firm(s) and/or partnership(s) owning property in the CMSD or the
study area prior to the completion of the work under this Agreement.
16. NOTICES
Any notices which either party may desire to give to the other party under this
Agreement must be in writing and may be given by: (i) personal service, (ii) delivery by a
reputable document delivery service, such as but not limited to, Federal Express, which
provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail,
certified mail, postage prepaid, return receipt requested, addressed to the address of the
party as set forth below or at any other address as that party may later designate by notice:
To CMSD: Costa Mesa Sanitary District
290 Paularino Avenue
Costa Mesa, CA 92626
Attn: CMSD Clerk/PIO
To Consultant:
17. ASSIGNMENT
The Consultant shall not assign the performance of this Agreement, nor any part
thereof, nor any monies due hereunder, without prior written consent of the CMSD.
18. LICENSES
At all times during the term of this Agreement, the Consultant shall have in full force
and effect, all licenses required of it by law for the performance of the services described in
this Agreement.
19. GOVERNING LAW
The CMSD and the Consultant understand and agree that the laws of the State of
California shall govern the rights, obligations, duties and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation concerning
this Agreement shall take place in the municipal, superior or federal district court with
jurisdiction over the Costa Mesa Sanitary District.

Exhibit A
20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the
obligations of the parties described in this Agreement. All prior or contemporaneous
agreements, understandings, representations, and statements, oral or written, are merged
into this Agreement and shall be of no further force or effect. Each party is entering into this
Agreement based solely upon the representations set forth herein and upon each party's
own independent investigation of any and all facts such party deems material.
21. CONTENTS OF PROPOSAL
Consultant is bound by the contents of Exhibit A and B hereto and incorporated herein
by this reference.
22. MODIFICATION
No modification to this Agreement shall be effective unless it is in writing and signed
by authorized representatives of the parties hereto.
23. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of the Consultant warrants
and represents that he/she has the authority to execute this Agreement on behalf of the
Consultant and has the authority to bind Consultant to the performance of its obligations
hereunder.
24. INTERPRETATION
In the event of conflict or inconsistency between this Agreement and any other
document, including any proposal or Exhibit hereto, this Agreement shall control unless a
contrary intent is clearly stated.
25. THIRD PARTY BENEFICIARY
The MCSD shall be a third party beneficiary to this Agreement.