Agenda packet, first session — Laguna Beach City Council, June 9, 2026 (part 2 of 5)

The Gas Company owns ten (10) DCUs that are attached to City-owned streetlights previously owned by SCE. In April 2010, the California Public Utilities Commission (“CPUC”) authorized the upgrade of approximately 6 million existing natural gas meters to be automatically read with an electronic communication device. These devices, called DCUs automatically read and securely transmit hourly gas usage information on a “next day” basis. This in turn provides more frequent and detailed information to help customers better manage energy use and costs. As part of the meter upgrades, the Gas Company now maintains fourteen (14) DCU’s in the City of Laguna Beach. Three (3) are attached to standalone Gas Company poles, one (1) is attached to an SDG&E streetlight, and ten (10) are attached to City-owned streetlights.

Because the City purchased streetlights from SCE, the Gas Company’s previous agreement with SCE is no longer valid. The Gas Company has requested that their existing infrastructure remain on the City-owned streetlights and establish an attachment agreement with the City of Laguna Beach. With no agreement in place, the Gas Company would pursue installations on new standalone poles in the public right-of-way pursuant to their Franchise Agreement. Staff does not recommend this option because it will result in additional facilities in the right-of-way.

The proposed license agreement is a revocable, non-exclusive license. It will allow the Gas Company to continue to maintain their DCU’s on the City’s streetlights for a period of twenty (20) years. The Gas Company is required to maintain their facilities in good condition and make any repairs to the streetlight for damage caused by their facilities. Because the proposed agreement is non-exclusive, it does not prevent the City from entering into similar agreements with any other utilities in the future. The proposed one-time payment of $10,136 is based on the following negotiated amount: a $39/pole/year attachment fee and an $11.68/pole/year electrical fee. At the end of twenty years, the agreement automatically terminates unless extended by mutual agreement

FINANCIAL ANALYSIS
The recommended action would result in a payment of $10,136 from the Gas Company to the City. These funds should be deposited into the Street Lighting and Utility Fund (134).

ENVIRONMENTAL ANALYSIS
The proposed actions are exempt under the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15061(b)(3) and 15308. Or in the alternative that the proposed action is not a “project” under CEQA pursuant to CEQA Guidelines section 15378.

ATTACHMENTS

1. Revocable Non-Exclusive License Agreement (Pgs. 3-14) Submitted By: Mark McAvoy Approved: Gavin Curran, for
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APPROVE REVOCABLE NON-EXCLUSIVE LICENSE AGREEMENT WITH SOUTHERN

CALIFORNIA GAS COMPANY FOR EXISTING FACILITIES OF DATA COLLECTOR UNITS

ON CITY-OWNED STREETLIGHTS
June 9, 2026

Page 3 of 3 ends

Mark McAvoy, Director of Public
Works & Utilities
Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Thomas Perez, City Engineer Michelle Bannigan, Director of Administrative Services
Patrick Donegan, Assistant City Attorney
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APPROVE REVOCABLE NON-EXCLUSIVE LICENSE AGREEMENT WITH SOUTHERN

CALIFORNIA GAS COMPANY FOR EXISTING FACILITIES OF DATA COLLECTOR UNITS

ON CITY-OWNED STREETLIGHTS
June 9, 2026

Page 3 of 3 ends

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REVOCABLE NON-EXCLUSIVE LICENSE AGREEMENT
This Non-Exclusive License Agreement (“Agreement”) is made by and between the CITY OF LAGUNA BEACH, a California municipal corporation ("City") and the Southern California Gas Company, a California corporation hereafter referred to as the ("Gas Company"). Each of the City and the Gas Company is a "Party" and together they are the "Parties" to this Agreement.

I. RECITALS
A. Gas Company is an investor-owned public utility that provides gas utility services to residents of City.

B. Gas Company has been authorized by the California Public Utilities Commission to implement its Advanced Meter Program, which consists of, among other things, the installation of advanced meter equipment, network communications devices, including but not limited to data collector units ("DCU's), antennas, gas repeaters and/or radio frequency local area network range extenders, and other advanced meter facilities, in connection with and necessary for Gas Company's operation, transmission and distribution of gas in the City ("Advanced Meter Facilities").

C. The City has acquired from Southern California Edison ten poles wherein Gas Company had installed its Advanced Meter Facilities.

D. The City desires to allow the Gas Company to continue the use, maintain, repair, replace, and install its Advanced Meter Facilities, which are further described herein, within property owned by City at (10) of sites identified on "Exhibit A" and incorporated herein by this reference ("Installation Sites").

E. City and Gas Company have agreed to enter into this Agreement regarding Gas Company's use and attachment of Advanced Meter Facilities at the Installation Sites upon the terms, conditions and other considerations set forth herein.

AGREEMENT
NOW, THEREFORE, the City and the Gas Company agree as follows:

II. GRANT OF LICENSE TO GAS COMPANY
A. The City, for good and valuable consideration, grants Gas Company a revocable, non-exclusive license (the "License") to use the Installation Sites identified in Exhibit A for the purpose described in this Agreement.

B. Use of Installation Site
i. Gas Company shall only use the Installation Sites for the installation, operation, maintenance, use, repair, replacement, improvement, alteration, inspection and removal of its Advanced Meter Facilities as Attachment 1
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described and illustrated those certain improvement drawings reviewed and approved by and on file as a public record by the City. This Agreement authorizes the Gas Company to attach the Advanced Meter Facilities in the general locations identified on Exhibit "A" attached hereto, and to undertake all activities related to the installation, maintenance, operation, use, repair, replacement, improvement, alteration, inspection, testing and removal of the Advanced Meter Facilities. At no times shall the Gas Company cause the Advanced Meter Facilities to make the Installation Sites inaccessible to the City and its agents, except in the event of force majeure or an emergency requiring Gas Company’s response.
ii. City and its agents shall have access to the City-owned streetlights at all times. In the event that the City's use of the City-owned streetlights shall interfere with the Gas Company’s Advanced Meter Facilities, City agrees to give at least 30 days’ advance notice of such interference to Gas Company and to reasonably cooperate with Gas Company to carry out such activities with a minimum amount of interference with the Gas Company’s operations, and in the case of permanent interference, to use commercially reasonable effort to provide an alternative Installation Site reasonably acceptable to Gas Company. Notwithstanding the foregoing, in the event of an emergency requiring immediate action(s), City shall take any and all actions it determines necessary to respond to such emergency, and shall thereafter give prompt notice to Gas Company of such actions..

C. Compensation
i. The Gas Company shall pay to the City a one-time fee of Ten Thousand One Hundred Thirty Six and 00/100 Dollars ($10,136.00) for all Installation Sites for the Term. This amount consists of attachment fees of $7,800.00, calculated at $39.00 per Installation Site (or pole) per year, and $2,336.00, calculated at $11.68 per Installation Site per year for electrical fees: $39x10x20 + 11.68x10x20 = $10,136). The fee shall be due within ninety (90) days of the Effective Date. If the Gas Company fails to pay the fee in a timely manner, a delinquent payment charge on any unpaid amount shall accrue from the due date until paid at the lower of the rate of one and one-half percent (1-1/2%) per month or the maximum legal rate until paid.

D. Authority to Allow and Workmanship
i. The City hereby represents and warrants to the Gas Company that it has all rights necessary to allow for the installation of the Advanced Meter Facilities at the Installation Sites,.
ii. All of Gas Company's construction and installation work shall be performed at Gas Company's sole cost and expense and in a good and workmanlike manner and in accordance with the rules and regulation of 4 6 of 178
the CPUC and the plans approved by the City and in compliance with all applicable ordinances, regulations or law (to the extent not inconsistent with or preempted by the jurisdiction of the CPUC).

Gas Company shall at all times maintain the Advanced Meter Facilities in good condition and repair and the exterior surfaces of the Advanced Meter Facilities shall at all times be free of signage and stickers (other than Gas Company identification signage and stickers), graffiti, and the like.

III. TERM, CONSIDERATION AND BREACH REGARDING LICENSE THE GAS

COMPANY
A. The term of this Agreement shall be for the period commencing on [INSERT DATE] and shall continue for a period of twenty (20) years (the “Term”), unless earlier terminated in accordance with the provisions of this Agreement. This Agreement shall expire automatically at the end of the Term, unless extended by mutual agreement of the Parties.

B. Should the Gas Company breach the Agreement in a manner that constitutes a danger to health or safety, the Agreement may be terminated upon written notice to the other party. Such termination shall be effective immediately upon delivery of notice, unless a later date is specified therein. The City shall provide reasonable documentation supporting the basis for such determination, and both parties shall cooperate in good faith to mitigate any adverse effects resulting from such termination; provided however, this Agreement may be reinstated at the City's discretion in the event the Gas Company removes such danger.

Notwithstanding any other provision set forth in this Agreement to the contrary, the City in its sole and absolute discretion shall have the right at any time during the term of this Agreement to request that the Gas Company relocate any of the Installation Sites. In such event, the City shall provide reasonable written advance notice (no less than 30 days) to Gas Company and if Gas Company wishes to relocate its Advanced Meter Facilities within the Installation Site(s) that are to be so removed or relocated, City and Gas Company shall negotiate in good faith regarding such relocation, with each party reserving to itself the final discretion to approve or disapprove the terms thereof. The parties shall use reasonable efforts to identify an alternative space in order to minimize disruption to Gas Company’s operations. If the parties are unable to locate suitable alternative space, the City shall refund to Gas Company, on a pro rata basis based on the remaining term of the Agreement, the portion of the compensation previously paid by Gas Company attributable to the unavailable location.

IV. INDEMNIFICATION
The Gas Company shall indemnify, defend and hold harmless the City, its officers, employees and agents from and against all claims, causes of action, liabilities and damages for injuries to persons and property, including reasonable costs of defense and reasonable attorney fees, arising from Gas Company’s use of the Installation Sites, including use by its guests, agents, patrons, invitees, customers, employees, 5 7 of 178
officers, and contractors hired in connection with this license, except for such claim or liability arise from the gross negligence or willful misconduct of the City, its officers, employees, agents, contractors or subcontractors; provided, however, that Gas Company’s indemnification obligations shall not include any punitive, consequential or special damages, except to the extent asserted by a third-party against City arising from a Claim for which Gas Company is obligated to indemnify City under this paragraph The obligations of the Gas Company under this Section shall survive the expiration, cancellation, or termination of this Agreement and Term.

V. DAMAGE TO PROPERTY AND RESTORATION OF PROPERTY
A. The Gas Company assumes responsibility for all damage to the City-owned streetlights as a result of its work on the Installation Sites caused by, or related to, its use thereof, except to the extent such damages result from the active negligence or willful misconduct of the City, its officers, agents, employees, contractors or subcontractors. Upon written notice from City, Gas Company shall, at its own expense, repair such damages to the City-owned streetlights, except for damages caused by ordinary wear and tear or beyond the reasonable control of the Gas Company; provided, however, that if the Gas Company fails to make such repairs and such failure continues for more than 30 days after written notice from the City (provided that no such notice shall be required in case of an emergency), the City may, but need not, make such repair, and the Gas Company shall reimburse the City the reasonable, actual and third party costs for correction of any such damage.

B. Duty to Repair, Restore or Replace. Within hundred eighty (180) days of the termination or expiration of this Agreement unless an agreement is otherwise reached between the City and Gas Company to abandon the Advanced Meter Facilities in place, the Gas Company shall remove all of the Advanced Meter Facilities at its sole expense and any remaining improvements at the Installation Sites and restore the property to the substantially the same condition it was in prior to the execution of this Agreement.

VI. INSURANCE
A. During the term of the License, the Gas Company shall maintain in full force and effect, at its cost and expense, the following coverages and amounts of insurance:
i. Full replacement cost Property Insurance (written on a "special perils" basis) for the Property and all other personal Property, machinery, equipment and trade fixtures owned by the Gas Company;
ii. Statutory Worker's Compensation Insurance, and Employer's Liability limits of the amount required by law, or One Million Dollars ($1,000,000) per accident/per employee, whichever is greater;
iii. Commercial General Liability Insurance, written on an occurrence basis, covering bodily injury (including death), personal injury, and property damage, with limits of not less than One Million Dollars ($2,000,000) per claim, that includes coverage for contractual liability, independent contractors, premises/operations, products/completed operations, and cross liabilities/separation of insureds; the Gas Company shall consider its own insurance 6 8 of 178
primary, and shall not seek contribution from similar insurance being maintained by the City. iv. Automobile Liability with a combined single limit of One Million Dollars ($1,000,000) that includes coverage for owned, non-owned and hired vehicles; and v. Five Million Dollars ($5,000,000) in excess liability coverage per claim, for injuries, losses, claims for damages to persons or Property occurring on the Property, and resulting from the use of the Property by the Gas Company and/or the negligence of the Gas Company and its agents, contractors, employees or invitees, which coverage shall sit excess of the scheduled underlying General Liability, and Automobile Liability and Employer's Liability Insurance policies with exclusions that are no more broad that those contained in the underlying policies.

B. With respect to the Gas Company’s Commercial General Liability Insurance, Automobile Liability Insurance and Excess Liability Insurance, they shall include City as an additional insured with respect to liability arising out of the Gas Company’s use of the Property. They shall be primary and non-contributing with any other insurance available to City and shall contain a full waiver of subrogation clause.

C. Gas Company shall have the right to self-insure with respect to any or all of the insurance required to be carried by the City, and such self-insurance shall be deemed to have satisfied any or all obligations required under this agreement.

VII. MISCELLANEOUS
A. Taxes. Reserved.

B. Notices. All notices permitted or required under this Agreement shall be in writing, and shall be deemed made when delivered to the applicable Party's representative as provided in this Agreement. Additionally, such notices may be given to the respective Parties at the following addresses, or at such other addresses as the parties may provide in writing for this purpose. Such notices shall be deemed made when personally delivered or when mailed fortyeight (48) hours after deposit in the U.S. mail, first-class postage prepaid, and addressed to the party at its applicable address, as follows:

Southern California Gas Company: Southern California Gas Company 555 W. Fifth Street, GT14E7
Los Angeles, CA 90013
CITY: Dave Kiff
City Manager
City of Laguna Beach
505 Forest Ave, Laguna Beach, CA 92651
Each party may change its address for notice by giving notice thereof to the other party. 7 9 of 178
C. Entire Agreement / Modification. This Agreement supersedes any and all other agreements, either oral or written, between the parties pertaining to the subject matter hereof, and contains all of the covenants and agreements between the Parties. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Any agreement, statement, or promise not contained in the Agreement, and any modification to the Agreement, will be effective only if signed by both Parties.

D. Authority. Each of the persons signing this Agreement represents and warrants that they have authority to bind the party for whom they are signing.

E. Compliance with Applicable Law. The Gas Company and the City shall comply with all applicable laws, ordinances and codes of the Federal, State, County and City governments
F. Assignment. This Agreement is binding on and inures to the benefit of the Parties and their respective heirs, successors, assigns, and personal representatives. Neither Party may assign its rights and obligations in and under this License without first obtaining prior written consent of the other Party, which shall not be unreasonably withheld.

G. Independent Contractor. This Agreement is by and between the City and the Gas Company and is not intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, joint venture or association, as between the City and the Gas Company or any of the Gas Company’s agents or employees.

H. Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of California without giving effect to conflict of law rules. The Parties further agree that all actions brought under this Agreement shall be brought in the courts located in Orange County.

I. Force Majeure. Neither Party is responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes beyond the Party's control.

J. No Waiver. The failure of a Party to insist on strict performance of any provision of the Agreement does not constitute a waiver of, or estoppel against asserting, the right to require performance in the future. A waiver or estoppel given in any one instance does not constitute a waiver or estoppel with respect to a later obligation or breach.

K. No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies on any person other than the Parties and their respective successors and permitted assigns.

L. Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any right or remedy by any Party does not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights a Party may have under applicable law, in equity or otherwise.
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M. Severability. If any term of this Agreement is held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over this subject matter, that contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as reformed to the extent necessary to render valid the particular provision or provisions held to be invalid, consistent with the original intent of that provision and the rights and obligations of the Parties shall be construed and enforced accordingly, and this Agreement shall remain in full force and effect as reformed.

N. Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all the Parties had signed the same document; all counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart to this Agreement by electronic means (including via email) shall be as effective as the delivery of a manually executed counterpart.

O. Construction. The headings in this Agreement are inserted for convenience and identification only. When the context requires, the number of all words shall include the singular and the plural. In this Agreement, words importing any gender include the other genders and the words including, includes and include shall be deemed to be followed by the words without limitation. All documents or items attached to, or referred to in, this Agreement are incorporated into this Agreement as fully as if stated within the body of this Agreement. The Agreement expresses the mutual intent of the Parties to this Agreement and the rule of construction against the drafting Party has no application to this Agreement.

Signatures to follow
This Agreement is executed on ____________________. 2026, at Laguna Beach, California, and effective as of August _____, 2026 (“Effective Date”).

CITY OF LAGUNA BEACH:
__________________________________
DAVE KIFF, City Manager
Approved as to Form:
_____________________________________
City Attorney
ATTEST
__________________________________
ANN MARIE MCKAY, City Clerk
(seal)
SOUTHERN CALIFORNIA GAS COMPANY:
_______________________________________
ANGIE GONZALES, Mgr. Dist. Meter Services
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Exhibit A
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STAFF REPORT
Meeting Date:

June 9, 2026

CONSENT
11 SUBJECT: AWARD OF CONSTRUCTION CONTRACT FOR ZONE 7 SIDEWALK/ CONCRETE REPAIRS (PROJECT C2423)
RECOMMENDATIONS: It is recommended that the City Council:

1. Award and authorize the City Manager to execute a contract with Gentry General Engineering Inc., in the amount of $213,871.38 for the Zone 7 Sidewalk/Concrete Repairs Project;

2. Authorize the City Manager to approve project-related expenses and construction change-orders for unforeseen circumstances in an amount not to exceed $32,000;

3. Approve the transfer of $71,209 from the CPY21 Zone 4 Street Concrete Rehabilitation Project to Project C2423 Zone 7 Sidewalk/Concrete Repairs Project;

4. Approve the transfer of $100,000 from Project C2610 – Annual Concrete Repairs to Project C2423 Zone 7 Sidewalk/Concrete Repairs Project; and

5. Find that the project is categorically exempt from the California Environmental Quality Act pursuant to CEQA Guidelines Section 15301(c).

SUMMARY OF THE MATTER
This report recommends that the City Council award a construction contract to Gentry General Engineering Inc. in the amount of $213,871.38 for the Zone 7 Sidewalk/Concrete Repairs. The scope includes removing sidewalks, curb and gutter, driveway approaches, cross gutters at street and alley approaches, and pavement; constructing sidewalks, curb and gutter, driveway approaches, cross gutters, and pavement; patching and grinding of existing PCC hardscape; installation of root barriers; and implementing temporary traffic control.

The total estimated project cost is $245,871.38, which is within the combined approved budget of $371,209.

This project supports the City’s Infrastructure Management goals by improving storm drain capacity and enhancing public safety. The project has been reviewed under CEQA and is categorically exempt pursuant to Section 15301(c) of the CEQA Guidelines.

DISCUSSION
Staff completed a public bid process for the project in accordance with California Public Contract Code requirements. On April 30, 2026, nine (9) bids were received. The following is a summary of the bids sorted by bid amount:

Table of Bid Results
Bidder Total Bid Amount

1. Gentry General Engineering, Inc. $213,871.38

2. Estate Design and Construction $282,570.00

3. CJ Concrete Construction, Inc. $290,913.01
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AWARD OF CONSTRUCTION CONTRACT FOR ZONE 7 SIDEWALK/ CONCRETE REPAIRS (PROJECT C2423)
June 9, 2026

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Bidder Total Bid Amount

4. Villegas 10 $331,353.15

5. Carter Enterprises Group Inc. $345,000.00

6. L C Paving & Sealing, Inc. $351,764.78

7. Ironwave Builders $352,606.44

8. Elegant Construction, Inc. $369,643.08

9. Horizon Underground $397,420.64
Following a review of the bids, staff determined that the lowest bidder, Gentry General Engineering, Inc., is qualified, properly licensed, responsible and its bid was responsive. Gentry General Engineering, Inc. has performed projects for the City in the past with successful results. Therefore, staff recommends award of the contract to Gentry General Engineering Inc. in the amount of $213,871.38.

FINANCIAL ANALYSIS
With the low bid amount of $213,871.38 and contingency costs for unforeseen conditions estimated not to exceed $32,000, the total project cost is estimated at $245,871.38. Project C2423 – Zone 7 Sidewalk/Concrete Repairs Project currently has $100,000 available. Staff recommends transferring $71,209 in carryover funds from the CPY21 Zone 4 Street Concrete Rehabilitation Project and $100,000 from Project C2610 – Annual Concrete Repairs to the Zone 7 Sidewalk/Concrete Repairs Project (C2423).

With total available funding of $271,209 for the Zone 7 Sidewalk/Concrete Repairs Project , sufficient funding is available for the recommended action.

ENVIRONMENTAL ANALYSIS
The project is categorically exempt under the California Environmental Quality Act (CEQA) Guidelines section 15301(c), for repairs and maintenance to existing facilities involving negligible or no expansion of existing or former use. Specifically, this project will only provide for sidewalk and concrete repairs in Zone 7 in the City. These areas will not be expanded and thus qualifies for an exemption under State CEQA Guidelines section 15301(c).

ATTACHMENTS

1. Project Location Map (Pg. 3)

2. Professional Services Agreement for Gentry General Engineering Inc. (Pgs. 4-8) Submitted By: Mark McAvoy Approved: Gavin Curran, for
Mark McAvoy, Director of Public
Works & Utilities
Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Tran Tran, Assistant City Engineer Thomas Perez, City Engineer 2 of 186
C.I.P. PROJECT NO. C2423 ZONE 7 CONCRETE REPAIRS

LOCATION MAP NOT TO SCALE
Attachment 1
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CONSTRUCTION CONTRACT
FOR

CONSTRUCTION OF
ZONE 7 CONCRETE REPAIRS
(CIP C2423)

CITY OF LAGUNA BEACH
THIS Agreement, made and entered into this day of ,2026, by and between CITY OF LAGUNA BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY" and GENTRY GENERAL ENGINEERING, INC., Contractor's License No. 974279, hereinafter referred to as "CONTRACTOR," WITNESSETH:

That the CITY and the CONTRACTOR, for the consideration hereinafter stated, mutually agree as follows:

1. The complete Agreement includes all of the contract documents, which are incorporated herein by this reference, to wit: Notice Inviting Bids, Instructions to Bidders, Bid Form and Proposal to the City of Laguna Beach, Standard Provisions, General Provisions, Special Provisions, Drawings, Plans, Performance Bond, Labor and Material Bond, Certificate of Insurance, this Agreement and all modifications and amendments thereto. The Agreement documents are complementary, and that which is required by one shall be as binding as if required by all. In the event of any discrepancy among Agreement documents, precedence shall be determined as specified in Section 2-5.2 of the Standard Specifications for Public Works Construction.

2. In the performance of the services under the Agreement, CONTRACTOR shall be, and is, an independent contractor, and is not an agent or employee of the CITY. The CITY shall not in any way or for any purpose become, or be deemed to be, a partner of CONTRACTOR in its business or otherwise, or a joint venturer, or a member of any joint enterprise with CONTRACTOR. CONTRACTOR shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of the CITY. The CONTRACTOR has and shall retain the right to exercise full control and supervision of the services, and full control over the employment, direction, compensation and discharge of all persons assisting CONTRACTOR in the performance of required services. CONTRACTOR shall be solely responsible and hold the CITY harmless for all matters relating to the payment of CONTRACTOR’s employees, including compliance with Social Security, withholding and all other regulations governing such matters. Neither CONTRACTOR nor any of CONTRACTOR’s employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement or other fringe benefits from the CITY; and neither the CITY nor any of its employees shall be paid by the CITY at the rate of time and one-half for working in excess of forty hours in any one week or more than eight hours in any one day. Neither CONTRACTOR nor any of CONTRACTOR’s employees shall be included in the competitive service, have any Attachment 2
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property right to any position, or any of the rights an employee may have in the event of termination of this Agreement.

3. CONTRACTOR shall perform everything required to be performed, shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the following work of improvements: ZONE 7 CONCRETE REPAIRS (CIP C2423), all in accordance with bidders proposal dated April 30, 2026, and the Agreement documents.

4. CONTRACTOR agrees to perform all the said work and furnish all the said materials at its own cost and expense, such as are set forth in the specifications to be furnished by the CITY, necessary to construct and complete in a good workmanlike and substantial manner and to the satisfaction of the City Engineer of the CITY, the work hereinafter set forth in accordance with the plans and the specifications therefor adopted by the CITY and as prepared by the CITY.

In compliance with Public Contracts Code, Chapter 4, Section 12169 and Section 12213, CITY requires the CONTRACTOR to provide, prior to final payment by CITY, a certification in writing of the minimum, or the exact, percentage of recycled content in the products used in the performance of the work of improvement.

5. CITY agrees to pay and CONTRACTOR agrees to accept in full payment for this work of improvement above agreed to be performed, the stipulated sum of Two Hundred Thirteen Thousand Eight Hundred Seventy-One Dollars and Thirty-Eight Cents ($ 213,871.38).

CITY agrees to make monthly payments and final payment in accordance with the method set forth in the specifications and other Agreement documents.

CONTRACTOR acknowledges and agrees that if this Agreement involves a project specified in Section 9203 of the California Public Contract Code with a Contract price that exceeds five thousand dollars ($5,000), City will withhold five percent (5%) of the Contract price until the Notice of Completion is issued and recorded.

6. CONTRACTOR agrees to commence construction of the work provided for herein within Ten (10) working days after the date of Notice to Proceed, and to continue in a diligent and workmanlike manner without interruption, and to complete the construction thereof within Thirty (30) consecutive working days from the date of Notice to Proceed.

7. Time is of the essence of this Agreement, and it is agreed that it would be impracticable or extremely difficult to ascertain the extent of actual loss or damage, which the CITY will sustain by reason of any delay in the performance of this Agreement. It is, therefore, agreed that CONTRACTOR will pay as liquidated damages to the CITY the following sum: Two Thousand Dollars ($ 2,000.00) for each day's delay beyond the time herein prescribed for finishing work. If liquidated damages are not paid, as designated by the CITY, the CITY may deduct the amount thereof from any money due or that may become due the CONTRACTOR under this agreement in addition to any other remedy available to CITY. The CONTRACTOR shall not be assessed liquidated damages for any delay caused by the failure of a public utility to 5 5 of 186
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relocate or remove an existing utility required for the performance of this Agreement so long as such failure is not caused by CONTRACTOR’S breach of its obligations hereunder.

8. CONTRACTOR shall pay, and will require all of its subcontractors to pay, all employees on said work a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations and wage standards applicable to this work, a copy of which is on file in the Public Works office. Travel and subsistence pay shall be paid in accordance with Labor Code Section 1773.8. Pursuant to Labor Code section 1771.1, no subcontractor may be listed on a bid proposal for any work related to the Project unless registered with the California Department of Industrial Relations (“DIR”). Furthermore, Contractor is hereby notified that no subcontractor may be awarded a contract for any work related to the Project unless registered with the DIR. Pursuant to Labor Code section 1771.4, Contractor is hereby notified that the Project is subject to compliance monitoring and enforcement by the DIR. Contractor will maintain and will require all subcontractors to maintain valid and current DIR Public Works Contractor registration during the term of this Construction Services Agreement. Contractor shall notify the City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contractor’s or any of its subcontractor’s DIR registration status has been suspended, revoked, expired, or otherwise changed.

9. CONTRACTOR will forfeit to the CITY, as a penalty, Two Hundred Dollars ($200) for each calendar day or portion thereof for each worker paid (either by him or any subcontractors under him) less than the prevailing rate described above on the work provided for in this Agreement, all in accordance with Section 1775 of the Labor Code of the State of California.

10. In the performance of this Agreement, not more than eight (8) hours shall constitute a day's work and not more than forty (40) hours constitute any one calendar week, and the CONTRACTOR will not require more than eight (8) hours of labor in a day or more than forty (40) hours of labor in a week from any person employed by CONTRACTOR hereunder, except as provided in the Labor Code of the State of California. CONTRACTOR will conform to Article 3, Chapter 1, Part 7 (Sections 1810, et. seq.) of the Labor Code of the State of California, and it is agreed that the CONTRACTOR will forfeit to the CITY as a penalty the sum of Two Hundred Dollars ($200) for each worker employed in the execution of this Contract by the CONTRACTOR or any subcontractor for each calendar day or calendar week during which any worker is required or permitted to labor more than eight (8) and forty (40) hours, respectively, in violation of said article.

11. CONTRACTOR, by executing this Agreement, hereby certifies: "I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this AGREEMENT."
CONTRACTOR further agrees to require all subcontractors to carry Workers’ Compensation Insurance as required by the Labor Code of the State of California. 6 6 of 186
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12. CONTRACTOR will, prior to the execution of this Agreement, furnish two bonds approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work, and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished. This Agreement shall not become effective until such bonds are supplied to and approved by the CITY.

13. If any action or arbitration is filed by either party to enforce or determine rights under this Agreement or any other Agreement document, the prevailing party shall be entitled to recover its reasonable attorneys' fees in addition to any other relief stated by the Court or arbitrator.

14. CONTRACTOR certifies that each and every one of its employees, and every employee of its subcontractors, is not “ineligible” as the term is defined in Labor Code section 1777.1.

15. In entering into this Agreement, the Contractor or subcontractor to supply goods, services or materials pursuant to this Agreement offers and agrees to assign to the City all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C.

Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professional Code), arising from purchases of goods, services or materials pursuant to the Contract or subcontracts. This assignment shall be made and become effective at the time CITY tenders final payment to CONTRACTOR, without further acknowledgment by the parties.

16. CONTRACTOR acknowledges and agrees that if this Agreement involves a dollar amount greater than or a number of working days greater than that specified in Labor Code Section 1777.5, then the provisions of Labor Code Section 1777.5 govern this Agreement. It shall be CONTRACTOR’S responsibility to become fully acquainted and ensure compliance with Labor Code Section 1777.5 for all apprenticable occupations.

17. CONTRACTOR acknowledges the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including but not limited to disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code. CONTRACTOR further acknowledges that, to the best of its knowledge, it has fully complied with the earnings assignment order of all employees and has provided the names of all new employees to the New Hire Registry maintained by the Employment Development Department.
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IN WITNESS WHEREOF, the said Contractor, the City Manager and City Clerk of the City have executed this AGREEMENT pursuant to the City Council action of the day and year first above written.

Signature:

Name: Brenton Gentry
Title: President
Company: Gentry General Engineering, Inc.

ATTEST:
_________________________
Ann Marie McKay, City Clerk CITY OF LAGUNA BEACH
A Municipal Corporation
Dave Kiff, City Manager
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STAFF REPORT
Meeting Date:

June 9, 2026

CONSENT
12 SUBJECT: AWARD OF CONTRACT TO DR. WILLIAM DODGE FOR FIRE DEPARTMENT

MEDICAL DIRECTOR SERVICES
RECOMMENDATION: It is recommended that the City Council:

1. Award and authorize the City Manager to execute a two (2) year professional services agreement, with up to three (3) one-year extensions, with Dr. William Dodge for Fire Department Medical Director services in an amount not to exceed $120,000; and

2. Determine that the proposed action is not subject to the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15378(b)(5) because the action involves administrative activities that will not result in direct or indirect physical changes to the environment

SUMMARY OF THE MATTER
This report recommends that the City Council award a contract to Dr. William Dodge for the provision of Medical Director services over a two (2) year period in the amount of $24,000 annually. The contract allows for up to three (3) one-year extensions.

Cost Proposal
Year Annual Cost
1 $24,000
2 $24,000
Initial Two-Year Term Total $48,000
Optional Extension Year 3 $24,000
Optional Extension Year 4 $24,000
Optional Extension Year 5 $24,000
Maximum Five-Year Contract Total $120,000
The cost of services from July 1, 2026 – June 30, 2027, have been accounted for in the proposed FY 26/27 budget and will not require an additional appropriation.

DISCUSSION
The Fire Department relies on a Medical Director to provide medical expertise in relation to the provision of EMS services, represent the fire department in countywide system meetings, facilitate the procurement and storage of controlled substances, and provide medical control and review of responses.

Bid Process and Contractor Selection
Staff completed a public bid process for the project in accordance with the City’s procurement processes. and requirements. On May 11, 2026, two (2) bids were received. The following is a summary of the bids sorted by bid amount:

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AWARD OF CONTRACT TO DR. WILLIAM DODGE FOR FIRE DEPARTMENT MEDICAL

DIRECTOR SERVICES
June 9, 2026

Page 2 of 2 ends

Table of Bid Results
Bidder Bid Amount (3 Year Total)

1. Dr. William Dodge $72,000

2. Symbiosis Inc. Cost File Not Included in Bid
Following a request for proposal, bidding, and evaluation process in May of 2026, Fire Department staff concluded that Dr. William Dodge provided the most cost-effective choice that meets the City’s needs. Dr.

Dodge has been a Board-Certified emergency physician for over 20 years and has served the local community for the last 10 years. He is also the current Fire Department Medical Director and serves in this role is a satisfactory manner for the City.

FINANCIAL ANALYSIS
The cost of services for the initial contract term from July 1, 2026, through June 30, 2028, will not exceed $48,000 ($24,000 per fiscal year) and is incorporated into the Fire Department budget; therefore, an appropriation is not required. If the City elects to exercise the optional three (3) additional one (1)-year extensions, the total contract amount over the full potential five-year term will not exceed $120,000 ($24,000 per fiscal year).

ENVIRONMENTAL ANALYSIS
The proposed action consists of the approval of a professional services agreement for Fire Department Medical Director services and does not involve commitment to any specific physical project or construction activity. Therefore, the action is not a “project” subject to the requirements of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15378(b)(5), as it is an organizational or administrative activity of government that will not result in a direct or reasonably foreseeable indirect physical change in the environment.

ATTACHMENTS

1. Request for Proposals (Pgs. 3-37)

2. Professional Services Agreement (Pgs. 38-58)
Submitted By:

Approved: .David A Kiff
Niko King, Fire Chief Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Kirsten Gallacher, Senior Administrative
Analyst
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RFP FD-26-003

MEDICAL DIRECTOR

CITY OF LAGUNA BEACH
REQUEST FOR PROPOSAL (“RFP”)
INVITATION NO. FD-26-003

MEDICAL DIRECTOR

FIRE DEPARTMENT
RFP Submission Due
Date:

May 11, 2026
Project Manager(s): Andrew Hill
Deputy Chief
Fire Department
Email: [email protected]
Tel: (949) 497-0354
RFP Administrator: Kirsten Gallacher
Senior Administrative Analyst
Laguna Beach Fire Department
Email: [email protected]
Tel: (949) 464-6683
City of Laguna Beach
Laguna Beach Fire Department
505 Forest Avenue
Laguna Beach, CA 92651
Interested parties may obtain a copy of this RFP by accessing the City of Laguna Beach portal:
https://www.lagunabeachcity.net/do-business-here/rfps-bids Attachment 1
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I. OBJECTIVE
The City of Laguna Beach Fire Department (LBFD) is soliciting proposals from licensed and qualified physicians (“Respondents”) to serve as Medical Director for its Emergency Medical Services (EMS) program. The selected Respondent will serve as the primary medical authority for LBFD, delivering comprehensive oversight across clinical operations, quality assurance, regulatory compliance, and system-wide medical direction. All services rendered must meet or exceed standards established by the Orange County EMS Agency (OCEMSA), the California Emergency Medical Services Authority (EMSA), and all applicable federal, state, and local regulations.

The objective of this Request for Proposal (“RFP”) solicitation is to identify the highest-qualified Contractor whose proposal best complies with the requirements of this RFP and any attachments, including the Scope of Services specified in Attachment A (“Scope of Services” or “Services”), and provides the most comprehensive solution for the City’s needs. This RFP and the attached Scope of Services collectively make up the “Project”. The successful Contractor will be required to enter a Professional Services Agreement (“Agreement”) with the City for the duration of the Project. An example of the Agreement is attached to this RFP as Attachment B (“Template Professional Services Agreement”).

II. BACKGROUND
The City of Laguna Beach was founded on June 29, 1927, and is a small town of picturesque beaches, hiking trails, a walkable downtown, and summer art festivals.

Located in southwest Orange County, Laguna Beach occupies 8.84 square miles, has a population of 23,000 and welcomes over six million visitors each year. The City provides a full range of services, including recreational activities, cultural arts events, public works maintenance of streets, beaches, and parks, transit operations, community development, administrative services, police, fire, and marine safety protection and wastewater services. Laguna Beach operates under a council-manager form of government. Policy-making and legislative authority are vested in a five-person City Council. The City Manager carries out the policies and ordinances of the City Council, oversees the day-to-day operations of the City, and appoints department heads.

III. SUBMITTAL INFORMATION AND INSTRUCTIONS
A. TENTATIVE RFP SCHEDULE AND PROJECT TIMELINE
The following is a tentative schedule of the RFP key dates. While the City will attempt to maintain this schedule, the following dates are projections, and the City reserves the right to modify this schedule as needed to accommodate this completion of this RFP process.
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Description Date
Advertise for Proposals April 24, 2026, 08:00 am PDT
Deadline for Written
Questions May 4, 2026, 5:00 pm PDT
City Response to Questions May 5, 2026, 5:00 pm PDT
Bid Closing May 11, 2026, 5:00 pm PDT
Interviews (as applicable) May 14, 2026
City Council Award of
Contract TBD (Prior to July 1, 2026)
B. SUBMITTAL DEADLINE AND FORMAT; ADDENDUM
Proposals are due on May 11, 2026 at 5:00 pm PDT (RFP Submission Due Date). Proposals and any required attachments will only be accepted in Portable Document Format (PDF) via the City’s PlanetBids portal no later than the RFP Proposal Due Date. The contractor’s cost file shall be integrated into the Proposal document. It is the responsibility of the Contractor to ensure its proposal and all attachments are loaded on PlanetBids before the stated deadline and in the required format stated herein. Proposals submitted by any other method such as hard copy or email, or proposals that fail to completely upload, may result in disqualification.

Changes to the RFP itself shall only be made by the City via a formal written addendum published and distributed through the City’s PlanetBids portal and shall become a part of the RFP document.

C. PROPOSAL CONTENT
All proposals shall include the following:

1. Cover Letter and Statement of Interest. A cover letter summarizing key elements of Contractor’s proposal, and a brief statement describing why Contractor has an interest in this RFP and why it would be the City’s best choice.

2. Contractor Business Information. Provide Contractor’s business information, including primary contact information.

3. Experience/Qualifications of Contractor’s Team. Provide information concerning Contractor’s experience and qualifications directly related to the Scope of Services. Define the experience of the Project Manager and other key personnel, and identify all 5 5 of 244
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subcontractors assigned to the Project who will comprise the Contractor’s team.

4. Approach/Methodology. The contractor shall provide a detailed explanation of its approach and methodology to perform the Scope Services, including a proposed schedule, and demonstrate specific techniques that may be implemented to successfully achieve the provisions of the Project.

5. References/Project History. Provide references for similar projects Contractor has completed within the last five (5) years. Include a brief description of the services, the agency or firm names, and contact information for each reference. Preference will be placed on references that are local government entities. The City reserves the right to contact any reference provided.

6. Proposed Cost File. Provide a cost proposal as a separate file in PlanetBids, with a total lump sum price for all the services provided by Contractor to successfully complete the Project within the estimated performance period. Include a breakdown of the individual Services within the total lump sum (as may be necessary), and the hourly rates for each category of employee or subcontractors required to perform the Scope of Services.

7. Other Information. Include any other information you consider relevant to the proposal.

Proposals that do not include the above-listed Proposal Content may be considered incomplete and will be evaluated accordingly.

IV. EVALUATION, SELECTION, AND AWARD PROCEDURES
A. PROPOSAL EVALUATION CRITERIA
Proposals shall provide point-by-point response to all sections of this RFP in a clear and concise manner. The City intends to evaluate Contractors based upon the data presented in the proposals submitted in response to this specific RFP. The City may use some or all the following criteria in its evaluation and comparison of proposals submitted. The criteria listed below are not necessarily all-inclusive, and the order in which they appear is not intended to indicate their relative importance. The City reserves the right to modify the evaluation criteria as deemed appropriate prior to the commencement of evaluation.

1. Conformance to the RFP (15 Points)
i. Demonstrated thorough understanding of the Project and the ability 6 6 of 244
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to deploy the Scope of Services on schedule.

2. Qualifications and Experience (40 Points)
i. Demonstrated relevant experience and expertise of Contractor and Contractor’s team and/or subcontractors conducting similar projects of comparable complexity and magnitude, particularly for government agencies.

3. Project Scope/Methodology (25 Points)
i. A clear and concise description of the Contractor’s approach, methodology, and techniques to execute the Project on task and on time.

4. Cost File (20 Points)
i. Fair, reasonable, and competitive cost for all Services to complete the Project.

B. SELECTION PROCESS
Proposals received as specified will initially be evaluated by City staff or staff designee(s). During the initial evaluation period, the City may generate a “most qualified” list of Contractor(s) determined in accordance with the above Proposal Evaluation Criteria. The “most qualified” Contractor(s) may be invited for interviews for further evaluation. The City reserves the right to determine whether a proposal meets the specifications and requirements of this RFP and reject any proposal that, in the City’s sole and absolute discretion, fails to meet the detail or intent of the requirements. The City reserves the right to reject any or all proposals.

C. INTERVIEWS
The City reserves the right to conduct interviews with any Contractor.

Should the City pursue scheduling interviews, they are targeted to be scheduled May 14, 2026.

D. NOTICE OF AWARD; AGREEMENT
The contract award will be made to the Contractor selected from all proposals with implementation of services to follow the award (“Notice of Intent to Award”). However, this RFP does not indicate any obligation by the City to award a contract to any successful Contractor. The City, in the selection process and in general, reserves the right to make an award to the Contractor that meets the Scope of Services stated in this RFP, or to award multiple contracts for Services if deemed most advantageous to the City.
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Upon Notice of Intent to Award, the successful Contractor will be required to execute and deliver a signed Agreement to the City, including proof of all required insurance as set forth in the Agreement, within thirty (30) calendar days following the Notice of Intent to Award. If the successful Contractor is unwilling or unable to execute the Agreement as required by this RFP, the City has the right to request a subsequent Contractor to enter into the Agreement with the City.

V. TERMS AND CONDITIONS
A. Acceptance of Terms and Conditions. Submission of a proposal indicates acceptance by the Contractor submitting the proposal of the terms, conditions and specifications contained in this RFP and Agreement.

B. Precedence of Terms and Conditions. All terms and conditions of the Agreement are hereby incorporated into the terms and conditions of this RFP. In the event of a conflict of terms and conditions between the RFP document and the Agreement, the terms and conditions expressed in the Agreement shall take precedence.

C. Exceptions. Any proposed exceptions, additions, and/or deletions to this RFP and/or the Scope of Services must be clearly stated in the proposal.

The City will not accept any proposed substantive changes to the Agreement, including the stipulated insurance requirements and other contractual terms therein. Proposals should only be submitted if there is a clear understanding that the Contractor can execute the City’s Agreement without any substantial changes.

D. Public Record. All proposals submitted in response to this RFP shall become the property of the CITY and are subject to disclosure under the California Public Records Act (Government Code § 6250 et seq.), unless otherwise exempt by law. Proposers are advised not to include proprietary or confidential information unless it is clearly marked and exempt from disclosure.

E. Late Proposals. Any proposal which is not received by the City prior to the deadline date and time set forth in this RFP shall not be considered. The City assumes no responsibility or liability for the transmission, delay, or delivery of a proposal.

F. Specificity of Information. No verbal or written information which is obtained other than through this RFP or its addendum shall be binding on the City. No employee of the City is authorized to interpret any portion of 8 8 of 244
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this RFP or give information as to the requirements of the RFP in addition to that contained in or amended to this written RFP document.

G. Non-Discrimination. Contractor agrees that in carrying out its responsibilities under this RFP or any Agreement, in particular with regard to the employment of persons and subcontractors working on the Services, it will not discriminate on the basis of race, color, creed, national origin, religion, sex, age, or handicap. In the event any of the Services performed by Contractor hereunder is subcontracted to subcontractor (with approval of the City as required herein), subcontractor shall contain a similar provision.

H. Errors and Omissions. This RFP cannot identify each specific, individual task required to successfully and completely to implement this Project. The City relies on the professionalism and competence of the Contractor to be knowledgeable of the general areas identified in the Scope of Work and to include in their proposals all materials, equipment, required tasks and subtasks, personnel commitments, man-hours, labor, direct and indirect costs, etc. Contractor shall not take advantage of any errors and/or omissions in this RFP document or in the Contractor’s specifications submitted with their proposals. Where such errors or omissions are discovered by the City, full instructions will be given by the City in the form of an addendum.

I. Proposal Validity. Unless otherwise noted by the Contractor, all proposals shall be held valid for a period of one hundred eighty (180) days.

J. Right of Rejection. The City reserves the right to:
• Accept or reject any and all proposals or any part of any proposal, and waive any informality, minor defects, or technicality in any proposal. • Award all or any portion of the Scope of Services described in this RFP to one or more Contractors.
• Request clarification of any information contained in the proposal. • Solicit new proposals on the same Scope of Services, or on a modified Scope of Services, which may include portions of the original RFP, as the City may deem necessary.
• Disregard all non-conforming, non-responsive, or conditional proposals. • Reject the response of any Contractor who does not pass the evaluation to the City’s satisfaction.
• Allow for the correction of errors and/or omissions.
• Negotiate the Scope of Services and/or terms of the Agreement with the successful Contractor(s).
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The City further reserves the right to negotiate final pricing with the most qualified Contractor(s). All submitted cost proposals will be reviewed and considered for the purpose of assisting the City in determining a fair and reasonable compensation with the most qualified Contractor(s). The City will attempt to negotiate an Agreement with the most qualified Contractor(s) at a compensation which the City determines is fair and reasonable. Should the City be unable to negotiate a satisfactory Agreement with the most qualified Contractor(s), negotiations may be terminated, and the City will undertake negotiations with the second qualified Contractor(s) and so on, until a Contractor or Contractors are selected, or the City rejects all proposals.

K. City Not Obligated to Complete Scope; No Obligation to Award. This RFP does not obligate the City to complete the Scope of Services or Project, or award or enter into a contract or Agreement on the basis of any proposal submitted in response to this RFP. The City reserves the right to cancel the solicitation or parts of the solicitation if it is in its best interest. City reserves the right to award multiple contracts for this RFP if is deemed most advantageous to the City.

L. Non-Compliance. Contractors and/or proposals that do not meet the stated requirements for this RFP may be considered noncompliant and may be disqualified, unless such noncompliance is waived by the City. During the evaluation process, the City reserves the right to request additional information or clarification from those submitting proposals, and to allow corrections of errors and/or omissions
M. Determination of Responsiveness and Responsibility. The City shall have sole authority in determining the responsiveness and responsibility of any and all Proposals. For Proposals containing exceptions to specifications and/or requirements, the City shall have sole authority in determining the extent to which exceptions affect the responsiveness and responsibility of any and all Proposals.

N. Work Product. All data, documents and other work product generated or developed during the term of the Agreement will become the property of the City.

O. No Bidder Reimbursement. The City recognizes that significant effort is expended in the preparation of a thorough and responsible proposal.

However, a proposal is a voluntary response on the part of the Contractor, and this RFP does not commit the City to pay any costs incurred in its preparation. The City will not be liable for any costs incurred by any Contractors prior to an award of a contract. The City may require the final Contractor(s) to provide on-site presentations and demonstrations of the 10 10 of 244
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product(s)/service(s) proposed by the Contractor(s). All costs associated with the demonstrations or follow-up interviews are the sole obligation of the Contractor(s).

P. Gratuity Prohibition. Contractor(s) shall not offer any gratuities, favors, or anything of monetary value to any official, employee, or agent of the City for any purpose as it may be perceived as an attempt to influence consideration of the proposal. Submission of a Proposal indicates the Contractor certifies that they have not paid nor agreed to pay any person, other than a bona fide employee of the Contractor, a fee or a brokerage resulting from the award of the contract.

Q. Contact with City Personnel or Entities. During the RFP procurement process, proposal evaluation process and proposal selection process, the RFP Administrator serves as the primary point of contact for all matters pertaining to this RFP. The contractor shall not contact any City Councilmembers, personnel, or entities other than the RFP Administrator for matters regarding this Project until conclusion of the entire procurement process. Unauthorized contact may result in disqualification of proposals.

R. Contract Administrator. The Laguna Beach Fire Department will be the administrator of the Agreement.

S. Insurance Requirements. The selected CONTRACTOR must provide all required insurance documentation, as outlined in the Agreement, prior to commencement of work.

T. Compliance with all Applicable Laws. Contractor declares that it shall comply with all licenses, statutes, ordinances, regulations, and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted, including, but not limited to, appropriate contractor licensing and business licensing, as may be required.

U. Inclusive Cost Proposal. Contractor’s Cost Proposal shall include any and all applicable licenses, insurance coverage, endorsements, bonding and if necessary, any wage compliance deemed necessary to perform the Scope of Services as part of the Project described in this RFP. City will not be responsible for reimbursing Contractor for any charges not included in the cost proposal that are incurred in securing these requirements.

V. Federal Provisions. When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “A-1” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”) in the attached Template Professional 11 11 of 244
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Services Agreement. With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.

W. Subcontractor(s). The selected Contractor shall be the primary contractor performing the primary functions of the Agreement. If any portion of the Agreement is to be performed by a subcontractor, this must be clearly set forth in the Proposal submittal as to what part(s) is/are to be delegated. City reserves the right to reject any proposal wherein use of subcontractors significantly affects the ability of the Contractor to function as the primary contractor on the awarded Agreement. The Contractor will be at all times responsible for the acts and errors or omissions of its subcontractors or joint participants and persons directly or indirectly employed by them.

Acceptance or rejection of a contractor’s request to use subcontractors is at the sole discretion of City.

Attachment(s): Attachment A: Scope of Services
Attachment B: Draft Professional Services Agreement
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ATTACHMENT A: Scope of Services
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SCOPE OF SERVICES
Objective:

The selected Medical Director (Respondent) shall provide comprehensive medical oversight, clinical governance, quality assurance, regulatory compliance, and system development support for Laguna Beach Fire Department (LBFD). The Respondent shall ensure that all Emergency Medical Services (EMS) provided by LBFD meet or exceed applicable standards established by the Orange County EMS Agency (OCEMSA), the California Emergency Medical Services Authority (EMSA), and all relevant federal, state, and local regulations.

Contract Term:

Two (2) years with three (3) potential one-year extensions, per final discretion and approval by Department and City.

Contractor shall possess the following minimum qualifications to be considered for this Project:
• Licensed Medical Doctor
• California Physicians and Surgeons License
o Active and valid without restriction
• Drug Enforcement Agency License
o Active and valid without restriction
• Board eligible or board-certified Emergency medicine
• EMS Board Certified
• Current Orange County Hospital Emergency Room Physician • California Driver License o Active and valid without restriction
Preferred Qualifications
• Completion of EMS fellowship board certification.
• Experience working in EMS medical direction and EMS education and/or professional experience with an EMS Provider Agency.
• Experience with Multi-Casualty Incidents.
• Active engagement in the clinical practice of emergency medicine. • Fire service familiarity. • Experience working with public health systems and operating outpatient clinics. • Working with local emergency medical services agencies. • Clinical skills instruction. • Experience building mobile integrated healthcare programs. • Understands the California EMS Act and scope of Emergency Medical Technician, and Paramedic care under California Emergency Medical Services Agency.
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SCOPE OF SERVICES
Bidders who do not meet the Minimum Qualifications may be disqualified.

Consultant Responsibilities and Provisions:

The Respondent shall provide overall medical leadership and clinical oversight.

Responsibilities shall include, but are not limited to:
• Advising the Fire Chief or designee on EMS system design, clinical operations, and strategic planning.
• Serving as the primary Medical Director for LBFD, providing expert medical guidance regarding all aspects of emergency medical services delivery.
• Acting as a liaison and advisor to the Orange County EMS Agency regarding LBFD EMS programs, policies, and operational activities. • Developing, reviewing, approving, and maintaining prehospital patient care protocols and clinical guidelines consistent with OCEMSA and State EMSA requirements.
• Conducting field observations, education, training, and station visits to evaluate clinical practice and provide mentorship and support to EMS personnel.
• Assisting with program evaluation, operational assessments, and implementation of system improvements.
• Supporting the development of EMS-related grants, pilot programs, and research initiatives when applicable.
• Committing a minimum of twenty (8) hours per month to LBFD EMS system oversight, including scheduled onsite visits, meetings, and program reviews.
• Providing administrative medical supervision and assisting with continuing medical education (CME) initiatives for EMS personnel. • Provide other related services as required.

Controlled Substances & Medical Equipment Oversight
The Respondent shall provide medical oversight related to pharmaceutical management and medical equipment used within the AF&R EMS system.

SCOPE OF SERVICES
Training & Clinical Development
The Respondent shall support the clinical education and professional development of LBFD EMS personnel.

Responsibilities shall include:
• Providing EMS education, simulation training, and clinical case reviews. • Delivering periodic clinical briefings, protocol updates, and medical lectures as appropriate.
• Ensuring that EMS training programs align with requirements established by OCEMSA, State EMSA, and applicable national standards.
• Provide other related services as required.

Reporting & Documentation
The Respondent shall maintain appropriate documentation and reporting related to EMS system oversight.

Responsibilities may include:
• Preparing periodic written reports summarizing quality improvement findings, protocol updates, and system performance metrics. • Maintaining documentation required for regulatory compliance, system audits, and accreditation processes.
• Providing recommendations to AF&R leadership regarding EMS system improvements and emerging clinical best practices.

Professional Boundaries
The Respondent shall serve in an advisory and clinical oversight capacity and shall not be responsible for personnel management functions. Responsibilities shall not include the hiring, termination, discipline, or other human resources-related matters involving AF&R employees.
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-1- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026

CITY OF LAGUNA BEACH

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement #__________ is made and entered into this _____ day of ________, 2026, 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 [***INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS; I.E., CORPORATION (INCLUDE STATE OF INCORPORATION), LIMITED LIABILITY COMPANY, SOLE PROPRIETORSHIP, ETC.***], with its principal place of business at [***INSERT ADDRESS***] ("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 Medical Director services for Emergency Management Services programs 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 a Medical Director for its Emergency Medical Services program ("Project") as set forth in this Agreement.

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 labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Medical Director services for Emergency Medical Services programs 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 local, state and federal laws, rules and regulations.

Attachment B
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-2- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026

3.1.2 Term. The term of this Agreement shall be from July 1, 2026 to June 30, 2028, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than three (3) additional oneyear terms. Consultant shall complete the Services 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.

3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. 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. Failure to submit an invoice within ninety (90) days of any service(s) or good(s) provided shall constitute an absolute waiver of any right to payment for such service(s) and/or good(s), and City shall have no obligation to review, process, or pay any invoice submitted after the expiration of the ninety (90) day period.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in 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.

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 18 18 of 244
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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.

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 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows:
[***INSERT NAME AND TITLE***].

3.3.5 City's Representative. The City hereby designates Andrew Hill, Deputy Fire Chief, 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 products 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. Consultant hereby designates [***INSERT NAME AND TITLE***], or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
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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 to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

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.
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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 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 local, 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 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 for cause.

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 initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 21 21 of 244
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U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

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 local, 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. 22 22 of 244
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(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. (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 and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). 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 five (5) 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, agents, and volunteers 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, agents, and volunteers 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.
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(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 non-payment 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, agents, and volunteers.

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, agents, or volunteers 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, agents, and volunteers 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, agents, and volunteers 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 either certified copies of the required policies, or 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.
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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 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 has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(D) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (E) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
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(F) 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 be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(G) 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, agents, and volunteers 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, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. 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.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, 26 26 of 244
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installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) 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 compensation. Consultant may not terminate this Agreement except for cause. 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.

3.5.2 Effect of Termination. If this Agreement is terminated as provided herein, 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.

3.5.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
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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, volunteers, 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 except 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, agents, or volunteers.

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.

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. 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 (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. 28 28 of 244
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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: [***INSERT BUSINESS NAME***]
[***INSERT STREET ADDRESS***]
[***INSERT CITY STATE ZIP***]
ATTN: [***INSERT NAME AND TITLE***]
City: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Andrew Hill, Deputy Fire Chief
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours 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 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available 29 29 of 244
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to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers 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 Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 30 30 of 244
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3.7.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

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 Orange County. 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. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, 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.
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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 of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers 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. 32 32 of 244
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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
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF LAGUNA BEACH AND
[***INSERT NAME***]
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 [INSERT NAME OF CONSULTANT]
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:
[INSERT NAME]
[INSERT TITLE]
Approved as to Form:
_____________________________________
City Attorney
Attested By:

City Clerk
34 34 of 244
55852.00003\42823523.1
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A"

SCOPE OF SERVICES
[***INSERT SCOPE***]
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Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "B"

SCHEDULE OF SERVICES
[***INSERT SCHEDULE***]
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Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "C"

COMPENSATION
[***INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***] 37 37 of 244
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CITY OF LAGUNA BEACH

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement #__________ is made and entered into this _____ day of ________, 2026, 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 William Dodge MD FAAEM, FACEP, a sole proprietorship, with its principal place of business at 705 Marlin, Laguna Beach, CA 92651 ("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.

2.2 Project.

City desires to engage Consultant to render such professional services for a Medical Director for its Emergency Medical Services program ("Project") as set forth in this Agreement.

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 labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Medical Director services for Emergency Medical Services programs necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference.

Attachment 2
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3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation for the initial contract term from July 1, 2026, through June 30, 2028, shall not exceed forty-eight thousand dollars ($48,000). If the City elects to exercise the optional three (3) additional one (1) year extensions, the total contract amount over the full potential five-year term shall not exceed one-hundred twenty thousand dollars ($120,000) 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.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

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 39 39 of 244
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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.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

William Dodge MD FAAEM, FACEP.

3.3.6 Consultant's Representative. Consultant hereby designates William Dodge MD FAAEM, FACEP, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
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3.3.9 Period of Performance.

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.
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Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 42 42 of 244
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U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.11 Insurance.

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. 43 43 of 244
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(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. (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 and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). 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 five (5) years from termination or expiration of this Agreement.

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.
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(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 non-payment 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, agents, and volunteers.

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.
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3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

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 has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(D) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (E) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
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(F) 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 be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(G) 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.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) 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 compensation. Consultant may not terminate this Agreement except for cause. 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.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, 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.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 47 47 of 244
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3.5 Indemnification.

3.5.1 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, volunteers, 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 except 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, agents, or volunteers.

3.5.2 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 General Provisions.

3.6.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6.2 Independent Contractors and Subcontracting.

3.6.2.1 Use of Consultants. 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 (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. 48 48 of 244
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3.6.2.2 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.

3.6.3 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: William Dodge MD FAAEM, FACEP
705 Marlin
Laguna Beach, CA 92651
ATTN: William Dodge MD FAAEM, FACEP
City: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Andrew Hill, Deputy Fire Chief
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours 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.

3.6.4 Ownership of Materials and Confidentiality.

3.6.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available 49 49 of 244
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UPDATED 2-2026
to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.6.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.6.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.6.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers 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 Documents & Data, including any method, process, product, or concept specified or depicted.

3.6.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 50 50 of 244
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UPDATED 2-2026

3.6.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

3.6.5 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.

3.6.6 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.

3.6.7 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.

3.6.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. 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. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
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UPDATED 2-2026

3.6.12 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.

3.6.13 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 of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers 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.

3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.15 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.

3.6.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.17 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.

3.6.18 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. 52 52 of 244
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UPDATED 2-2026

3.6.19 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.

3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.21 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
53 53 of 244
-17- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF LAGUNA BEACH AND

WILLIAM DODGE MD FAAEM, FACEP
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 William Dodge MD FAAEM, FACEP
By:

Its:

Printed Name: William Dodge MD FAAEM,
FACEP
Approved By:

Dave Kiff
City Manager
Approved as to Form:
_____________________________________
City Attorney
Attested By:

City Clerk
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55852.00003\42823523.1
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A"

SCOPE OF SERVICES
Consultant Responsibilities and Provisions:

The Respondent shall provide overall medical leadership and clinical oversight. Responsibilities shall include, but are not limited to:
• Advising the Fire Chief or designee on EMS system design, clinical operations, and strategic planning.
• Serving as the primary Medical Director for LBFD, providing expert medical guidance regarding all aspects of emergency medical services delivery. • Acting as a liaison and advisor to the Orange County EMS Agency regarding LBFD EMS programs, policies, and operational activities. • Developing, reviewing, approving, and maintaining prehospital patient care protocols and clinical guidelines consistent with OCEMSA and State EMSA requirements.
• Conducting field observations, education, training, and station visits to evaluate clinical practice and provide mentorship and support to EMS personnel. • Assisting with program evaluation, operational assessments, and implementation of system improvements.
• Supporting the development of EMS-related grants, pilot programs, and research initiatives when applicable.
• Committing a minimum of twenty (8) hours per month to LBFD EMS system oversight, including scheduled onsite visits, meetings, and program reviews. • Providing administrative medical supervision and assisting with continuing medical education (CME) initiatives for EMS personnel.
• Provide other related services as required.

Controlled Substances & Medical Equipment Oversight
The Respondent shall provide medical oversight related to pharmaceutical management and medical equipment used within the AF&R EMS system.

Responsibilities shall include:
• Underwriting/facilitating procurement of pharmacologic controlled substances. • Overseeing the procurement, storage, security, and accountability of pharmacologic agents and controlled substances in accordance with applicable regulations.
55 55 of 244
55852.00003\42823523.1
Exhibit “A”-2 PROFESSIONAL SERVICES AGREEMENT
Training & Clinical Development
The Respondent shall support the clinical education and professional development of LBFD EMS personnel.

Reporting & Documentation
The Respondent shall maintain appropriate documentation and reporting related to EMS system oversight.

Responsibilities may include:
• Preparing periodic written reports summarizing quality improvement findings, protocol updates, and system performance metrics.
• Maintaining documentation required for regulatory compliance, system audits, and accreditation processes.
• Providing recommendations to AF&R leadership regarding EMS system improvements and emerging clinical best practices.

Professional Boundaries
The Respondent shall serve in an advisory and clinical oversight capacity and shall not be responsible for personnel management functions. Responsibilities shall not include the hiring, termination, discipline, or other human resources-related matters involving AF&R employees. 56 56 of 244
Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "B"

SCHEDULE OF SERVICES
The term of this Agreement shall be from July 1, 2026 to June 30, 2028, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than three (3) additional one-year terms. 57 57 of 244
Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "C"

COMPENSATION
Year Annual Cost
1 $24,000
2 $24,000
Initial Two-Year Term Total $48,000
Optional Extension Year 3 $24,000
Optional Extension Year 4 $24,000
Optional Extension Year 5 $24,000
Maximum Five-Year Contract Total $120,000
58 58 of 244

STAFF REPORT
Meeting Date:

June 9, 2026

CONSENT
13 SUBJECT: AWARD OF CONTRACT TO DONNA M. CLOE, RN FOR FIRE DEPARTMENT

EMERGENCY MEDICAL SERVICES EDUCATOR AND CONTINUOUS

QUALITY IMPROVEMENT SERVICES
RECOMMENDATION: It is recommended that the City Council:

1. Award and authorize the City Manager to execute a two (2) year professional services agreement, with up to three (3) one-year extensions, with Donna M. Cloe, RN for Emergency Medical Services (EMS) Educator and Continuous Quality Improvement (CQI) services in an amount not to exceed $175,000; and

SUMMARY OF THE MATTER
This report recommends that the City Council award a contract to Donna M. Cloe, RN for the provision of Emergency Medical Services (EMS) Educator and Continuous Quality Improvement (CQI) services over a three (3) year period in the amount of $35,000 annually. The contract allows for up to two (2) one-year extensions.

Cost Proposal
Year Annual Cost
1 $35,000
2 $35,000
Initial Two-Year Term Total $70,000
Optional Extension Year 3 $35,000
Optional Extension Year 4 $35,000
Optional Extension Year 5 $35,000
Maximum Five-Year Contract Total $175,000
The cost of services from July 1, 2026 – June 30, 2027, has been accounted for in the proposed FY 26/27 budget and will not require an additional appropriation.

DISCUSSION
The Fire Department relies on a Registered Nurse to provide continuing education training to the Department’s EMTs and Paramedics, perform Continuous Quality Improvement reviews, and maintain training records. This position reviews every patient chart generated by the Laguna Beach Fire Department for accuracy and conformity to patient care best practices and policies.

Bid Process and Contractor Selection
Staff completed a public bid process for the project in accordance with the City’ procurement processes and requirements. On May 11, 2026, a single bid for service was received. 1 of 304
AWARD OF CONTRACT TO DONNA M. CLOE, RN FOR FIRE DEPARTMENT EMERGENCY

MEDICAL SERVICES EDUCATOR AND CONTINUOUS QUALITY IMPROVEMENT

SERVICES
June 9, 2026

Page 2 of 2 ends

Table of Bid Results
Bidder Bid Amount (2 Year Total)

1. Donna M. Cloe, RN $70,000
Following a request for proposal, bidding, and evaluation process in May of 2026, Fire Department staff concluded that Donna Cloe, RN provided a cost-effective proposal that meets the City’s needs. Ms. Cloe has been an RN for over 35 years and has experience working as an emergency department nurse, Faculty member at Saddleback Community College Paramedic training program, an EMS Educator with the Orange County Fire Authority and is currently the EMS Educator for the Laguna Beach Fire Department. Ms. Cloe has served in this role in a satisfactory manner for the City.

FINANCIAL ANALYSIS
The cost of services for the initial contract term from July 1, 2026, through June 30, 2028, will not exceed $70,000 ($35,000 per fiscal year) and is incorporated into the Fire Department budget; therefore, an appropriation is not required. If the City elects to exercise the optional three (3) additional one (1)-year extensions, the total contract amount over the full potential five-year term will not exceed $175,000 ($35,000 per fiscal year).

ATTACHMENTS

1. Request for Proposals (Pgs. 3-38)

2. Professional Services Agreement (Pgs. 39-60)
Submitted By:

Approved: Gavin Curran, for
Niko King, Fire Chief Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Kirsten Gallacher, Senior Administrative
Analyst
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RFP FD-26-002

EMS EDUCATOR/CQI

CITY OF LAGUNA BEACH
REQUEST FOR PROPOSAL (“RFP”)
INVITATION NO. FD-26-002
EMS EDUCATOR – CONTINUING EDUCATION SERVICES AND EMS

CONTINUOUS QUALITY IMPROVEMENT (CQI) SERVICES
RFP Submission Due
Date:

May 11, 2026
Project Manager(s): Andrew Hill
Deputy Chief
Fire Department
Email: [email protected]
Tel: (949) 497-0354
RFP Administrator: Kirsten Gallacher
Senior Administrative Analyst
Laguna Beach Fire Department
Email: [email protected]
Tel: (949) 464-6683
City of Laguna Beach
Laguna Beach Fire Department
505 Forest Avenue
Laguna Beach, CA 92651
Interested parties may obtain a copy of this RFP by accessing the City of Laguna Beach portal:
https://www.lagunabeachcity.net/do-business-here/rfps-bids Attachment 1
3 3 of 304
RFP FD-26-002
EMS EDUCATOR/CQI 2
I. OBJECTIVE
The City of Laguna Beach (hereinafter referred to as the “CITY”) is requesting Proposal from qualified organizations (hereinafter referred to as “Proposer”) to provide EMS Educator – Continuing Education Services and EMS Continuous Quality Improvement (CQI) Services. The awarded Contractor, (hereinafter referred to as “Contractor”) in accordance with the Sample Professional Services Agreement, “Scope of Work” terms and conditions. Prior to submitting a Proposal, Proposers are advised to carefully read the instructions below, including the Sample Professional Service Agreement and any solicitation attachments/exhibits.

The term is expected to be for two (2) years with three (3) one-year options to renew.

II. BACKGROUND
The City of Laguna Beach was founded on June 29, 1927, and is a small town of picturesque beaches, hiking trails, a walkable downtown, and summer art festivals.

III. SUBMITTAL INFORMATION AND INSTRUCTIONS
A. TENTATIVE RFP SCHEDULE AND PROJECT TIMELINE
The following is a tentative schedule of the RFP key dates. While the City will attempt to maintain this schedule, the following dates are projections, and the City reserves the right to modify this schedule as needed to accommodate this completion of this RFP process.
4 4 of 304
RFP FD-26-002
EMS EDUCATOR/CQI 3
Description Date
Advertise for Proposals April 24, 2026
Deadline for Written
Questions May 4, 2026, 5:00 pm PDT
City Response to Questions May 5, 2026, 5:00 pm PDT
Bid Closing May 11, 2026 5:00 pm PDT
Interviews (as applicable) May 14th, 2026
City Council Award of
Contract TBD (by July 1, 2026)
B. SUBMITTAL DEADLINE AND FORMAT; ADDENDUM
Proposals are due on May 11, 2026, 5:00 pm PDT (RFP Submission Due Date). Proposals and any required attachments will only be accepted in Portable Document Format (PDF) via the City’s PlanetBids portal no later than the RFP Proposal Due Date. The contractor’s cost file shall be integrated into the Proposal document. It is the responsibility of the Contractor to ensure its proposal and all attachments are loaded on PlanetBids before the stated deadline and in the required format stated herein. Proposals submitted by any other method such as hard copy or email, or proposals that fail to completely upload, may result in disqualification.

Changes to the RFP itself shall only be made by the City via a formal written addendum published and distributed through the City’s PlanetBids portal and shall become a part of the RFP document.

C. PROPOSAL CONTENT
All proposals shall include the following:

2. Contractor Business Information. Provide Contractor’s business information, including primary contact information.

3. Experience/Qualifications of Contractor’s Team. Provide information concerning Contractor’s experience and qualifications directly related to the Scope of Services. Define the experience of the Project Manager and other key personnel, and identify all 5 5 of 304
RFP FD-26-002
EMS EDUCATOR/CQI 4
subcontractors assigned to the Project who will comprise the Contractor’s team.

7. Other Information. Include any other information you consider relevant to the proposal.

Proposals that do not include the above-listed Proposal Content may be considered incomplete and will be evaluated accordingly.

1. Conformance to the RFP (15 Points)
i. Demonstrated thorough understanding of the Project and the ability 6 6 of 304
RFP FD-26-002
EMS EDUCATOR/CQI 5
to deploy the Scope of Services on schedule.

3. Project Scope/Methodology (10 Points)
i. A clear and concise description of the Contractor’s approach, methodology, and techniques to execute the Project on task and on time.

4. References (15 Points)
i. Recent references from local clients with detailed descriptions of similar projects successfully completed by Contractor, with particular emphasis on local government.

5. Cost File (20 Points)
i. Fair, reasonable, and competitive cost for all Services to complete the Project.

C. INTERVIEWS
The City reserves the right to conduct interviews with any Contractor.

Should the City pursue scheduling interviews, they are targeted to be scheduled May 14th, 2026.

Upon Notice of Intent to Award, the successful Contractor will be required to execute and deliver a signed Agreement to the City, including proof of all required insurance as set forth in the Agreement, within thirty (30) calendar days following the Notice of Intent to Award. If the successful Contractor is unwilling or unable to execute the Agreement as required by this RFP, the City has the right to request a subsequent Contractor to enter into the Agreement with the City.

C. Exceptions. Any proposed exceptions, additions, and/or deletions to this RFP and/or the Scope of Services must be clearly stated in the proposal.

E. Late Proposals. Any proposal which is not received by the City prior to the deadline date and time set forth in this RFP shall not be considered. The 8 8 of 304
RFP FD-26-002
EMS EDUCATOR/CQI 7
City assumes no responsibility or liability for the transmission, delay, or delivery of a proposal.

F. Specificity of Information. No verbal or written information which is obtained other than through this RFP or its addendum shall be binding on the City. No employee of the City is authorized to interpret any portion of this RFP or give information as to the requirements of the RFP in addition to that contained in or amended to this written RFP document.

I. Proposal Validity. Unless otherwise noted by the Contractor, all proposals shall be held valid for a period of one hundred eighty (180) days.

The City further reserves the right to negotiate final pricing with the most qualified Contractor(s). All submitted cost proposals will be reviewed and considered for the purpose of assisting the City in determining a fair and reasonable compensation with the most qualified Contractor(s). The City will attempt to negotiate an Agreement with the most qualified Contractor(s) at a compensation which the City determines is fair and reasonable. Should the City be unable to negotiate a satisfactory Agreement with the most qualified Contractor(s), negotiations may be terminated, and the City will undertake negotiations with the second qualified Contractor(s) and so on, until a Contractor or Contractors are selected, or the City rejects all proposals.

N. Work Product. All data, documents and other work product generated or developed during the term of the Agreement will become the property of the City.
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RFP FD-26-002
EMS EDUCATOR/CQI 9
O. No Bidder Reimbursement. The City recognizes that significant effort is expended in the preparation of a thorough and responsible proposal.

However, a proposal is a voluntary response on the part of the Contractor, and this RFP does not commit the City to pay any costs incurred in its preparation. The City will not be liable for any costs incurred by any Contractors prior to an award of a contract. The City may require the final Contractor(s) to provide on-site presentations and demonstrations of the product(s)/service(s) proposed by the Contractor(s). All costs associated with the demonstrations or follow-up interviews are the sole obligation of the Contractor(s).

R. Contract Administrator. The Laguna Beach Fire Department will be the administrator of the Agreement.

S. Insurance Requirements. The selected CONTRACTOR must provide all required insurance documentation, as outlined in the Agreement, prior to commencement of work.

U. Inclusive Cost Proposal. Contractor’s Cost Proposal shall include any and all applicable licenses, insurance coverage, endorsements, bonding and if necessary, any wage compliance deemed necessary to perform the Scope of Services as part of the Project described in this RFP. City will not be 11 11 of 304
RFP FD-26-002
EMS EDUCATOR/CQI 10
responsible for reimbursing Contractor for any charges not included in the cost proposal that are incurred in securing these requirements.

V. Federal Provisions. When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “A-1” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”) in the attached Template Professional Services Agreement. With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.

Acceptance or rejection of a contractor’s request to use subcontractors is at the sole discretion of City.

Attachment(s): Attachment A: Scope of Services
Attachment B: Draft Professional Services Agreement
12 12 of 304
ATTACHMENT A: Scope of Services
13 13 of 304

SCOPE OF SERVICES
Objective:

Consultant shall provide the following services to the City, under the direction of the Laguna Beach Fire Department (LBFD) which shall identify specific tasks, deliverables and deadlines on an as-needed basis related to Nurse Educator services and/or Quality Assurance/Quality Improvement. This solicitation is not for an employment position and the City may award multiple contracts. Depending on qualifications, selected proposer(s) may be contracted to perform both functions.

Contract Term:

Two, (2) years with three (3) one-year options to renew. per final discretion and approval by Department and City.

Minimum Qualifications:

Contractor shall possess the following minimum qualifications to be considered for this Project:
• California Registered Nurse License
• Strong understanding of Orange County EMS policies, procedures, and Standing Orders
• Valid or previous Mobile Intensive Care Nurse (MICN) Certification. • Valid California Driver's license
• AHA or Red Cross BLS Provider Certification, or ability to obtain within six months Preferred Qualifications:

The following qualifications, while not considered requirements, shall be evaluated accordingly in the assessment of a Proposer’s overall experience and qualifications:
• BSN or bachelor’s degree in a related field.
• Advanced Cardiovascular Life Support (ACLS) Instructor, or Red Cross Advanced Life Support Instructor, or ability to obtain within six months. • Pediatric Advanced Life Support (PALS) Instructor, or Red Cross Advanced Life Support Instructor, or ability to obtain within six months. • Pediatric Education for Pre-Hospital Trauma Life Support (BTLS or PHTLS) Instructor.
• Teaching Methodology Certification (Instructor 1A and 1B, National Association of EMS Educators (NAEMSE) Educators Course, or National Fire Academy Instructor Methodology) or equivalent.
• Proficiency with the Microsoft or Apple suite of Office Products (PowerPoint, Word, and Excel).
• Continuous Quality Improvement experience.

Bidders who do not meet the Minimum Qualifications may be disqualified. 14 14 of 304

SCOPE OF SERVICES
Description:

The City’s Fire Department Emergency Medical Technicians (EMTs) and paramedics practice medicine solely under the authority of the Orange County EMS Medical Director, EMS State Regulations, and under the direction of authorized Physicians or Mobile Intensive Care Nurses from designated base hospitals. The Department’s EMTs and paramedics do not practice under the direction or authority of the Fire Department’s Contract Medical Services Director or Contract EMS Nurse Educator(s).

Under direction of the LBFD EMS Battalion Chief, an EMS Nurse/Paramedic Educator, paramedic or EMS Continuous Quality Improvement (CQI) Nurse will provide on-call services to develop, coordinate, conduct, and evaluate continuing education activities and/or continuous quality improvement controls related to the provision of EMS services at both Basic Life Support (BLS) and Advanced Life Support (ALS) levels in compliance with the California Code of Regulations.

Consultant Responsibilities and Provisions:

Consultant shall provide a variety of on-call professional services as described herein.

Depending on qualifications and licensing, City may elect some, or all portions of the scope of services to those selected from this process in order to meet departmental needs and requirements.

The City makes no guarantees to Consultant regarding any minimum number of hours that Consultant shall be retained to provide education and training services, or QI services. The maximum service hours under this contract per Consultant are not to exceed 1,000 hours per fiscal year (July 1 through June 30).

Prior to the commencement of any training services, Consultant shall submit to the City the training topic, course material, a list of days encompassing each training course, the number of hours of each training day, and the total amount to be compensated. Training shall not commence unless authorized by the City.

Consultant hall be responsible for providing any and all necessary training equipment and supplies. With authorization from the City, Consultant may utilize City-owned equipment and supplies available at the designated training location. Consultant shall not be reimbursed for the purchase of any equipment or supplies. Consultants providing CQI Services may not be required to be physically present; remote work is allowable. 15 15 of 304

SCOPE OF SERVICES

1. EMS Educator Services – Continuing Education Services Typical continuing education would include, but is not limited to the following:

OSHA Training Infection Control Heat Stress
Trauma Hazardous Materials HIPAA
ALS Skills PALS Respiratory Protection
NFPA MCI Smoke Inhalation
EMT Skills ACLS CPR
Consultant shall develop, coordinate, conduct, and/or evaluate EMS-related education programs, curriculum, and materials compliant with the City of Laguna Beach (City) Fire Department’s continuing education program Orange County EMS Agency policies and procedures, and CCR Title 22, Division 9, Chapter 11, Continuing Education Regulations. Education programs and materials may be developed by the City. Consultant will be relied upon to present said programs and materials.

Consultant may be asked by the City to develop education programs and materials. In these instances, the City and/or the City’s consulting medical director must approve any programs and materials before they are to be presented.

Consultant shall provide both hands-on classroom and online instruction. Classes are typically a minimum of one (1) to two (2) hours in duration and an average of one (1) to two (2) classes scheduled per class day. This information is for illustration purposes only and the City reserves the right to change class scheduling as necessary for operations.

Consultant shall submit the training topic, course material, a list of days encompassing each training course, the number of hours of each training day, and the total amount to be compensated prior to the commencement of any services.

Training shall not commence unless authorized by the City.

Training shall be conducted at a Fire Station, or any other location designated by the City, and will ensure continuous certification of the City’s EMTs and paramedics, without lapse or interruption.

Consultant shall participate in the provision of basic Emergency Medical Technician (EMT) and paramedic training programs following Orange County EMS, State Regulations, and the City’s EMS Division Chief direction. 16 16 of 304

SCOPE OF SERVICES
Consultant shall participate in the direct observation of field responses or ridealongs for the purpose of conducting education and training needs analysis.

2. EMS Continuous Quality Improvement (CQI) Services
Typical CQI (and Quality Assurance) would include, but is not limited to the following:

Monthly Stats and
Reports on Specialty
Center Patients
State Core Measures
Reporting County CQI Projects
System stats monthly Cardiac Arrest chart
review and report
Pediatric patient chart
review and report
ePCR documentation
review
Response Time review
and report
Medications Administered
review and report
Narcotic Log reports
Specific Patient
Population chart review
and reports
Provider Impression
accuracy
Consultant shall assist in the evaluation of EMS system performance through data collection and analysis.

Consultants providing CQI Services may not be required to be physically present; remote work is allowable.
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-1- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026

CITY OF LAGUNA BEACH

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

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 EMS Educator – Continuing Education Services and EMS Continuous Quality Improvement (CQI) 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 an EMS Educator – Continuing Education Services and EMS Continuous Quality Improvement (CQI) ("Project") as set forth in this Agreement.

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 labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional EMS Educator – Continuing Education Services and EMS Continuous Quality Improvement (CQI) 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 local, state and federal laws, rules and regulations.

Attachment B
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3.2 Compensation.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

Any personnel performing the Services on behalf of Consultant shall not be employees of City 19 19 of 304
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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.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.3.6 Consultant's Representative. Consultant hereby designates [***INSERT NAME AND TITLE***], or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
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3.3.9 Period of Performance.

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.
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Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 22 22 of 304
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U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.11 Insurance.

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. 23 23 of 304
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(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. (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 and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). 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 five (5) years from termination or expiration of this Agreement.

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.
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(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 non-payment 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, agents, and volunteers.

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.
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3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

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 has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(D) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (E) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
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(F) 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 be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(G) 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.

3.4 Labor Code Requirements.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, 27 27 of 304
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installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.5 Termination of Agreement.

3.5.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
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3.6 Indemnification.

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. 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 (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. 29 29 of 304
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3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available 30 30 of 304
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to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 31 31 of 304
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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.

3.7.9 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.
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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.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

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. 33 33 of 304
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3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF LAGUNA BEACH AND
[***INSERT NAME***]
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 [INSERT NAME OF CONSULTANT]
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:
[INSERT NAME]
[INSERT TITLE]
Approved as to Form:
_____________________________________
City Attorney
Attested By:

City Clerk
35 35 of 304
55852.00003\42823523.1
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A"

SCOPE OF SERVICES
[***INSERT SCOPE***]
36 36 of 304
Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "B"

SCHEDULE OF SERVICES
[***INSERT SCHEDULE***]
37 37 of 304
Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "C"

COMPENSATION
[***INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***] 38 38 of 304
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CITY OF LAGUNA BEACH

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement #__________ is made and entered into this _____ day of ________, 2026, 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 Donna M. Cloe, RN (an individual), with its principal place of business at 24592 Camden Ct., Laguna Niguel, CA, 92677 ("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.

2.2 Project.

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 labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional EMS Educator – Continuing Education Services and EMS Continuous Quality Improvement (CQI) 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 local, state and federal laws, rules and regulations.

Attachment 2
39 39 of 304
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3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation for the initial contract term from July 1, 2026, through June 30, 202, shall not exceed seventy thousand dollars ($70,000). If the City elects to exercise the optional three (3) additional one (1) year extensions, the total contract amount over the full potential five-year term shall not exceed one-hundred seventy-five thousand dollars ($175,000) 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.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

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 40 40 of 304
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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.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

Donna M. Cloe, RN.

3.3.6 Consultant's Representative. Consultant hereby designates Donna M.

Cloe, RN, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 41 41 of 304
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3.3.9 Period of Performance.

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.
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Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 43 43 of 304
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U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.11 Insurance.

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. 44 44 of 304
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(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. (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 and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). 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 five (5) years from termination or expiration of this Agreement.

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.
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(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 non-payment 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, agents, and volunteers.

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.
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3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

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 has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(D) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (E) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
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(F) 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 be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(G) 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.

3.4 Termination of Agreement.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 48 48 of 304
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3.5 Indemnification.

3.6 General Provisions.

3.6.2 Independent Contractors and Subcontracting.

3.6.2.1 Use of Consultants. 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 (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. 49 49 of 304
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UPDATED 2-2026

Consultant: Donna M. Cloe, RN
24592 Camden Court
Laguna Niguel, CA 92677
ATTN: Donna M. Cloe, RN
City: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Andrew Hill, Deputy Fire Chief
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours 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.

3.6.4 Ownership of Materials and Confidentiality.

3.6.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available 50 50 of 304
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UPDATED 2-2026
to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.6.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 51 51 of 304
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UPDATED 2-2026

3.6.6 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.

3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
52 52 of 304
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UPDATED 2-2026

3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.18 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. 53 53 of 304
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3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

SIGNATURES ON NEXT PAGE
54 54 of 304
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UPDATED 2-2026

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF LAGUNA BEACH AND
DONNA M. CLOE, RN
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 DONNA M. CLOE, RN
By:

Its:

Printed Name:

Approved By:

Dave Kiff
City Manager
Approved as to Form:
_____________________________________
City Attorney
Attested By:

City Clerk
55 55 of 304
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A"

SCOPE OF SERVICES
Description:

Consultant Responsibilities and Provisions:

Consultant shall provide a variety of on-call professional services as described herein. Depending on qualifications and licensing, City may elect some, or all portions of the scope of services to those selected from this process in order to meet departmental needs and requirements.

1. EMS Educator Services – Continuing Education Services Typical continuing education would include, but is not limited to the following:

OSHA Training Infection Control Heat Stress
Trauma Hazardous Materials HIPAA
ALS Skills PALS Respiratory Protection
NFPA MCI Smoke Inhalation
EMT Skills ACLS CPR
Consultant shall develop, coordinate, conduct, and/or evaluate EMS-related education 56 56 of 304
Exhibit “A”-2 PROFESSIONAL SERVICES AGREEMENT
programs, curriculum, and materials compliant with the City of Laguna Beach (City) Fire Department’s continuing education program Orange County EMS Agency policies and procedures, and CCR Title 22, Division 9, Chapter 11, Continuing Education Regulations.

Education programs and materials may be developed by the City. Consultant will be relied upon to present said programs and materials.

Consultant shall participate in the direct observation of field responses or ride-alongs for the purpose of conducting education and training needs analysis.

2. EMS Continuous Quality Improvement (CQI) Services
Typical CQI (and Quality Assurance) would include, but is not limited to the following:

Monthly Stats and Reports on
Specialty Center Patients
State Core Measures
Reporting County CQI Projects
System stats monthly Cardiac Arrest chart review
and report
Pediatric patient chart review
and report
ePCR documentation review Response Time review and
report
Medications Administered
review and report
Narcotic Log reports Specific Patient Population
chart review and reports Provider Impression accuracy
Consultant shall assist in the evaluation of EMS system performance through data collection and analysis.

Consultant shall assist the City’s EMS Division Chief and the City’s consulting medical director in the development and implementation of Continuous Quality Improvement (CQI) and Quality Assurance (QA) programs.
57 57 of 304
Exhibit “A”-3 PROFESSIONAL SERVICES AGREEMENT
Consultants providing CQI Services may not be required to be physically present; remote work is allowable.
58 58 of 304
Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "B"

SCHEDULE OF SERVICES
The term of this Agreement shall be from July 1, 2026 to June 30, 2028, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than three (3) additional one-year terms. 59 59 of 304
Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "C"

COMPENSATION
The total compensation for the initial contract term from July 1, 2026, through June 30, 202, shall not exceed seventy thousand dollars ($70,000). If the City elects to exercise the optional three (3) additional one (1) year extensions, the total contract amount over the full potential five-year term shall not exceed one-hundred seventy-five thousand dollars ($175,000) without written approval of the City Council or City Manager, as applicable. 60 60 of 304

STAFF REPORT
Meeting Date:

June 9, 2026

CONSENT
14 SUBJECT: CONSIDERATION OF A RESOLUTION (1) AMENDING THE CITY COUNCIL POLICY MANUAL TO ADD A NEW CITY COUNCIL POLICY 4.1 REGARDING

UNPAID LEAVES OF ABSENCE FOR CITY EMPLOYEES, AND AMENDING EXISTING CITY COUNCIL POLICIES 1.1 AND 1.3 RELATING TO CITY COUNCIL MEETINGS; (2) RESCINDING PREVIOUS CITY COUNCIL ACTIONS INCONSISTENT WITH POLICY 4.1; AND (3) FINDING THAT SUCH ACTION

DOES NOT CONSTITUTE A PROJECT UNDER CEQA
RECOMMENDATION: It is recommended that the City Council:

1. Adopt the attached Resolution titled, “A RESOLUTION OF THE CITY COUNCIL OF LAGUNA BEACH, CALIFORNIA, ADDING POLICY 4.1 REGARDING LEAVES OF ABSENCE TO, AND AMENDING POLICIES 1.1 AND 1.3 RELATING TO CITY COUNCIL MEETINGS FOR,

THE CITY COUNCIL POLICY AND PROCEDURES MANUAL, RESCINDING ANY PREVIOUS CITY COUNCIL ACTION INCONSISTENT WITH POLICY 4.1, AND FINDING

SUCH ACTION IS NOT A PROJECT UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT”; and

2. Find that the recommended action is not subject to the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guideline section 15378 as the recommended action does not constitute a “project” for purpose of CEQA.

SUMMARY OF THE MATTER
This report requests that the City Council (1) add Policy 4.1 to the City Council Policy and Procedures Manual, relating to unpaid leaves of absence for City employees, and (2) amend Policies 1.1 and 1.3 of the City Council Policy and Procedures Manual, relating to City Council meetings procedures and scheduling.

These proposed additions and amendments are part of the City’s ongoing effort to develop and consolidate a clear, transparent, and comprehensive City Council Policy and Procedures Manual.

Currently, Personnel Rule 8.16 and Administrative Policy Manual Policy 2-15 provide guidelines on unpaid leaves of absence for City employee. In short, these documents posit that department heads are authorized to grant unpaid leaves of absence for up to one week, the City Manager is authorized to grant unpaid leaves of absence for up to four months, and the City Council must approve any leaves of absence for more than four months via an agenda item at a public meeting.

Practically, such City Council review and action to grant a leave of absence is untenable as requiring a City employee to publicly disclose the reason for a leave of absence request and then have the City Council deliberate on such request during a public meeting is rife with potential pitfalls. Privacy concerns, disclosure of protected medical information, and the City Council opining on personnel issues – which is the purview of the City Manager – are just a few of the possible issues. 1 of 329

AMENDMENT TO CITY COUNCIL POLICY MANUAL
June 9, 2026

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Laguna Beach City CouncilJune 9, 2026

Laguna Beach City Council
June 9, 2026