-1- PROFESSIONAL SERVICES AGREEMENT
CITY OF LAGUNA BEACH
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement # is made and entered into this day of , 2025, by and between the City of Laguna Beach, a municipal corporation organized under the laws of the State of California with its principal place of business at 505 Forest Avenue, Laguna Beach, California 92651 ("City") and National Public Safety Group LLC (NPSG), a LIMITED LIABILITY COMPANY, with its principal place of business at 124 Newington Way, Aberdeen, North Carolina 28315 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing Professional Public Safety Software Consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional services for the CAD system implementation project ("Project") as set forth in this Agreement. Pricing was secured through the San Bernardino agreement number 22-1002 under a piggyback provision.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all services and incidental and customary work necessary to fully and adequately supply the professional Public Safety Consulting and Project Management services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable state and federal laws, rules, and regulations.
3.1.2 Term. The term of this Agreement shall be from October 1st 2025 to July 31st 2027, unless earlier terminated as provided herein. Consultant shall complete the Services Attachment 1
4 -2- PROFESSIONAL SERVICES AGREEMENT
within the term of this Agreement, and shall meet any other established schedules and deadlines.
The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.
3.2 Compensation.
3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement in accordance with Consultant’s Proposal and Schedule of Compensation, as set forth in Exhibits B and C, respectively, attached hereto and incorporated herein by reference. The total compensation shall not exceed two hundred thirteen thousand two hundred ninety three dollars ($213,293) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.2.2 Payment of Compensation. Consultant’s Proposal and the Schedule of Compensation (Exhibit “B” and Exhibit “C”, respectively) set forth the timing and amounts of compensation to Consultant. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.
3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit “B” or Exhibit "C" of this Agreement.
3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City and written consent thereto by Consultant.
3.3 Responsibilities of Consultant.
3.3.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 5 -3- PROFESSIONAL SERVICES AGREEMENT
3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.3.4 Key Personnel. Different phases of the Project may utilize different lead principals of Consultant. Consultant represents that each principal of Consultant, authorized to act on its behalf, has the experience, knowledge, education, capability, and expertise necessary to carry out the Project.
3.3.5 City's Representative. The City hereby designates Jerry Soto, IT Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all services submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
3.3.6 Consultant's Representative. See Section 3.3.4 hereof.
3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City in writing, with supporting details, to be a threat to the safety of persons or propertyshall be promptly removed from the Project by the Consultant and shall not be subsequently used perform any of the Services or to work on the Project.
3.3.9 Period of Performance.
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3.3.9.1 Consultant shall perform and complete all Services consistent with Exhibits B and C and subject to Section 3.5.4 hereof.
3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.
3.3.9.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.
Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the default and termination provisions of this Agreement.
3.3.10 Laws and Regulations; Employee/Labor Certification.
3.3.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations by Consultant of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement pursuant to Section 3.5 hereof.
3.3.10.2 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.
3.3.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to 7 -5- PROFESSIONAL SERVICES AGREEMENT
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
3.3.10.4 Air Quality. [Not applicable}
3.3.10.5 Water Quality Management and Compliance. [Not applicable]
3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.
3.3.11 Insurance.
3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. 8 -6- PROFESSIONAL SERVICES AGREEMENT
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement. If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least two (2) years from termination or expiration of this Agreement.
3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, and agents shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(B) Automobile Liability: (1) Additional Insured: The City, its directors, officials, officers, employees, and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. (2) Cancellation:
Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): (1) Cancellation:
Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for nonpayment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, and agents. 9 -7- PROFESSIONAL SERVICES AGREEMENT
3.3.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, and agents shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, and agents or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, and agents in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.3.11.9 Enforcement of Agreement Provisions (non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3.3.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to the Consultant; or (2) the minimum insurance coverage requirements 10 -8- PROFESSIONAL SERVICES AGREEMENT
and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Consultant under this Agreement.
3.3.11.11 Additional Insurance Provisions
(A) If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.
(B) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(C) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City may exercise its rights under the default provisions of this Agreement... (D) [intentionally omitted]Neither the City nor any of its officials, officers, employees, or agents shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. (F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.3.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, and agents, as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, and agents as additional insureds using endorsement form ISO CG 20 38 04 13 or an providing equivalent coverage. 11 -9- PROFESSIONAL SERVICES AGREEMENT
Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City. At this time, Consultant does not utilize any subconsultants.
3.4 Labor Code Requirements. [not applicable]
3.5 Default and Termination.
3.5.1 Either Party’s failure to comply with any material term or condition of this Agreement shall constitute a default.
3.5.2 If the City Manager, or his/her designee, determines that Consultant is in default in the performance of any material term or condition of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have thirty (30) days, or such longer period as City may designate in writing, after receipt of such notice to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of this Section), take over the work and prosecute the same to completion by contract or otherwise.
3.5.3 If Consultant determines that City is in default in the performance of any material term or condition of this Agreement, Consultant shall notify City in writing of such default. City shall have thirty (30) days, or such longer period as Consultant may designate in writing, after receipt of such notice to cure the default by rendering satisfactory performance. In the event City fails to cure its default within such period of time, Consultant shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which Consultant may be entitled at law, in equity, or under this Agreement. Compliance with the provisions of this section shall not constitute a waiver of any Consultant right to take legal action in the event that the dispute is not cured. If termination is due to the failure of the City to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise.
3.5.4 A term or condition of the Agreement shall be considered “material” (1) if caused by Consultant and resulting in a delay in performance of more than thirty (30) days, a violation of a state or federal law, rule, or regulation, or failure to maintain the insurance specified in this Agreement
3.5.5 The City may, by written notice to Consultant, terminate the whole or any part of this Agreement without cause by giving written notice to the Consultant of such termination, and specifying the effective date thereof, at least sixty (60) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further 12 -10- PROFESSIONAL SERVICES AGREEMENT
compensation. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement. If this Agreement is terminated as provided by this section 3.5.5, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.6 Indemnification.
3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses, to the extent that the foregoing are caused by Consultant’s negligence and excluding such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, or agents..
3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
3.6.3 Notwithstanding any other provisions of this Agreement, Consultant’s total liability to City, its officials, officers, employees, and agents shall not exceed the total amount of Compensation referenced in this Agreement.
3.7 General Provisions.
3.7.1 Accounting Records. . After receipt of at least ten (10) days’ prior notice and during the regular business hours of Consultant, City shall have the right of examination and audit for a period of three (3) years after final payment under the Agreement pursuant to Government Code section 8546.7.
3.7.2 Independent Contractors and Subcontracting.
3.7.2.1 Use of Subconsultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 13 -11- PROFESSIONAL SERVICES AGREEMENT
(2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.
3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.
3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: National Public Safety Group, LLC
124 Newington Way
Aberdeen, North Carolina 28315
ATTN: Jonathan Mims, CEO
City: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Jerry Soto, IT Manager
Such notice shall be deemed made when personally delivered or when mailed, seven calendar days after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.7.4 Ownership of Materials and Confidentiality.
3.7.4.1 City Confidential Information. By virtue of this Agreement, Consultant will have access to confidential information and materials of the City that is provided to the Consultant after the execution of this Agreement and so designated in writing (collectively, the “City Confidential Information”). City Confidential Information does not include information that (i) is already in Consultant’s possession at the time of disclosure by the City, (ii) is or becomes part of public knowledge other than as a result of any action or inaction of Consultant, (iii) is obtained by Consultant from an unrelated third party without a duty of confidentiality, or (iv) is independently developed by Consultant. Consultant shall not use City Confidential Information 14 -12- PROFESSIONAL SERVICES AGREEMENT
for any purpose other than in furtherance of this Agreement and the activities described herein. Consultant shall not disclose City Confidential Information to any third parties except as otherwise permitted hereunder. Consultant shall maintain City Confidential Information with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. Consultant shall promptly advise City in writing of any misappropriation or misuse of City Confidential Information of which Consultant becomes aware.
3.7.4.2 Consultant Confidential Information. By virtue of this Agreement, City will have access to confidential information and materials of Consultant that is provided to City after the execution of this Agreement and so designated in writing (collectively, “Consultant Confidential Information”). Consultant Confidential Information does not include information that (i) is already in City’s possession at the time of disclosure by Consultant, (ii) is or becomes part of public knowledge other than as a result of any action or inaction of City, (iii) is obtained by City from an unrelated third party without a duty of confidentiality, or (iv) is independently developed by the City. City shall not use Consultant Confidential Information for any purpose other than in furtherance of this Agreement and the activities described herein. City shall not disclose Consultant Confidential Information to any third parties except as otherwise permitted hereunder.
City shall maintain Consultant Confidential Information with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. City shall promptly advise Consultant in writing of any misappropriation or misuse of Consultant Confidential Information of which City becomes aware.
3.7.4.3 Exclusions. Notwithstanding the foregoing, this Agreement shall not prevent Consultant from disclosing City Confidential Information or City from disclosing Consultant Confidential Information to the extent required by a judicial order or other legal obligation, including City’s obligations as a Public Entity, and as mandated under California Public Records Act requests; provided, however, that, in such event, the Party from which disclosure is sought shall promptly notify the other Party in writing to allow intervention (and shall cooperate with the Party from which disclosure is sought) to contest or minimize the scope of the disclosure (including application for a protective order) and shall provide such notice prior to making any disclosure. Further, each Party may disclose the terms and conditions of this Agreement (i) in confidence, to legal counsel, (ii) in confidence, to accountants, and (iii) in connection with the enforcement of this Agreement or any rights hereunder.
3.7.4.4 Equitable Relief. Consultant acknowledges that unauthorized use or disclosure of City Confidential Information could cause City irreparable harm for which its remedies at law would be inadequate, and, similarly, City acknowledges that unauthorized use or disclosure of Consultant Confidential Information could cause Consultant irreparable harm for which its remedies at law would be inadequate. Accordingly, each Party acknowledges and agrees that the other Party will be entitled, in addition to any other remedies available to it at law or in equity, to the issuance of injunctive relief enjoining any breach or threatened breach of its obligations hereunder. 15 -13- PROFESSIONAL SERVICES AGREEMENT
3.7.4.5 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the materials provided by Consultant.
3.7.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.
3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Federal Court, in the County of Orange. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. If no such Government Code claim is submitted, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.
Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants 16 -14- PROFESSIONAL SERVICES AGREEMENT
of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, and agents except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.
SIGNATURES ON NEXT PAGE
17 -15- PROFESSIONAL SERVICES AGREEMENT
SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF LAGUNA BEACH AND
NATIONAL PUBLIC SAFETY GROUP
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.
CITY OF LAGUNA BEACH National Public Safety Group LLC
Approved By:
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary OR Treasurer
REQUIRED]
By:
Its: ~ CEO
Printed Name: Buck Mims
Date: September 24, 2025
By:
Its:
Printed Name:
Date:
Dave Kiff
City Manager
Approved as to Form:
City Attorney
Attested By:
City Clerk
18 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A"
SCOPE OF SERVICES
Overview
The City of Laguna Beach has engaged National Public Safety Group (NPSG) to provide professional consulting, project management, and technical support services in connection with the City’s public safety software project. This project will include the following systems:
• Computer Aided Dispatch (CAD)
• Law Enforcement Records Management System
• Mobile Data System (MDS)
NPSG will provide the agreed-upon services for the following agencies:
• Laguna Beach Fire Department
• Laguna Beach Marine Safety Department
• Laguna Beach Police Department
NPSG will deliver these services throughout the Term of the Agreement Phase I – Needs Assessment
NPSG will conduct a comprehensive Needs Assessment, which will include services such as:
• Identify and document goals and objectives
• Review and take notes from any existing strategic plans that may be in place • Document any partner agencies that need integration—public safety agencies, • neighboring counties, public works, etc. This includes existing agreements and future wants
• Identify the agency’s Project Team
• Identify the time goals/deadlines of your specific project • Interview the different department and division team members to find out workflows, software needs, issues, and processes
19 PROFESSIONAL SERVICES AGREEMENT
Phase II and III are not applicable.
Phase IV – Project Management – Computer Aided Dispatch The NPSG team will lead Project Management services, as the Customer(s) desires, which will include services such as:
• Track and work to ensure the software provider delivers on the contractual obligations set forth in their agreement
• Attend and assist with build sessions working to ensure all goals and objectives are understood and met
• Work with software vendor and customer to ensure the implementation project plan is structured to go live and achieve sign off with all deliverables on time and within budget • We work to ensure the training plan scheduled is conducive with agency needs – schedules, union rules, other limitations
• Our Project Managers and Software Consultants attend meetings and calls as appropriate and deliver detailed notes after each call
• Prior to weekly project status meetings, we have weekly one on ones with the customer and vendor, which helps make the status calls more efficient and effective • We work to ensure the agency and vendor are on track to ensure there is no project delay
• Work to make sure any showstopper items are identified and promptly resolved by the responsible party before becoming major issues
• Monitor risks and change requests throughout the project. • Review and recommend approval of software invoices as requested by the Customer • Assist client with preparing for monthly Steering Committee Meetings • Manage progress of data conversions or any access to legacy data to ensure these processes are not going to delay the project
• Retrieve functional and load testing plans from software providers o Document issues found during testing and continuously follow-up with the vendor on resolution and retesting plans
o Assist with prioritizing issues and ensuring go-live issues get worked on first • Work to ensure there is a detailed go-live plan before the system is put into live operation
o Work with vendor to ensure there is a go live checklist for both their staff and the agency’s staff
o Work to ensure the vendor has lined up go-live support from third parties involved in interfaces, which may need go-live support
• Continue to follow up for any post go-live action items, such as pending interfaces, conversion items, or anything else that was not completed and delivered 20 PROFESSIONAL SERVICES AGREEMENT
Phase IV – Project Management – Law Enforcement Records Management System
The NPSG team will lead Project Management services, as the Customer(s) desires, which will include services such as:
• Identifying and documenting project goals and objectives related to data conversion
• Tracking and ensuring the software provider delivers on all contractual data conversion obligations
• Reviewing and prioritizing data conversion tickets to support timely resolution • Documenting and prioritizing issues, consolidating gaps and mis-mappings into a single actionable list
• Supporting the agency with UCR-to-NIBRS mapping
• Identifying the agency’s Project Team and confirming defined roles and responsibilities
• Establishing time goals and deadlines specific to the project • Providing Project Manager and Software Consultant participation in meetings and calls, with detailed follow-up notes distributed after each session • Escalating unresolved issues with the vendor when necessary • Assisting in the creation and management of a project plan, defining clear milestones, timelines, and deliverables to drive resolution 21 EXHIBIT "B"
COST PROPOPSAL
National Public Safety Group Proposal
Proposal Servicesfor: Project Management Services
Proposal for: Laguna Beach Police & Fire - CAD PM
Contact: Jerry Soto Date: 8/15/2025
Information Technology Director Valid: 2/11/2026
Division:
Email: [email protected] Phone: (949) 497-3311
NPSG Contact: Dennis Vrooman Email: [email protected]
Phase I
Needs Assessment
Phase II
Selection
Phase III
Procurement
Phase IV
Project Management
$19,232
NA
NA
$215,061
Total Consulting Services: $234,293
Total Cost: $238,293
18 Item Total
This document should not be shared unless the proper FOIA laws have been met.
This proposal includes services for this project for this many months after effective date:
See full agreement for all terms and conditions
Consulting as a Service
Legal Fee
Not chosen $0
$4,000
Item Total
NOTES
22 Travel
Travel is included in the above consulting fees, and will not be charged separately. *NPSG will have Consultants onsite for up to the following number of days:
For
Project Management 1 Per Month until Training and Go-Live 3 Training
3 Go-Live
* Does not include travel days
23 EXHIBIT "C"
COMPENSATION SCHEDULE
Exhibit “C”
24