City of Laguna Hills
City Council / Planning Agency
Regular Meeting Agenda
Tuesday, October 8, 2024 - 7:00 PM
(Closed Session at 6:00 p.m. when scheduled)
City Council Chamber
24035 El Toro Road
Laguna Hills, CA 92653
Dave Wheeler
Mayor
Joshua Sweeney
Mayor Pro Tempore
Don Caskey
Council Member
Janine Heft
Council Member
Erica Pezold
Council Member
In Person Public Comments: Any person wishing to address the City Council/Planning Agency on any matter, whether or not it appears on this Agenda, is asked to complete a pink “Request to Speak” form available on the table at the back of the Chamber and submit the form to the City Clerk. The Request to Speak form assists the Mayor in ensuring that all persons wishing to address the City Council are recognized and ensures accurate identification of meeting participants in the City Council/Planning Agency Minutes. Completion of the form is voluntary. It is City policy to limit public testimony to up to three minutes per person, an overall time limit of twelve minutes for any one subject, and a total time limit of thirty minutes for Public Comments. If you are commenting on an Agenda item, your comments will be heard at the time that item is scheduled on the Agenda.
If you are addressing the City Council on an item not listed on the Agenda, the City Council is prohibited by law from discussing or taking any action on that item.
Submission of Electronic Public Comments: Those wishing to make electronic public comments may submit their comments by email to the City Clerk by 5:00 p.m. on Tuesday, October 8, 2024. In the subject line of the email, please state your name and the item number you are commenting on.
Any public comment received that does not specify a particular agenda item number will be announced during the general public comment portion of the agenda. All comments received by 5:00 p.m. on the date of the meeting will be provided to the City Council and will be provided for public inspection at the meeting. During the applicable agenda item, the City Clerk will announce the name of the sender and subject matter of all electronic comments received by 5:00 p.m. on Tuesday, October 8, 2024. Email comments will NOT be read by the City Clerk during the meeting.
Electronic public comments may only be submitted via email and comments via text and social media (Facebook, X (formerly Twitter), etc.) will not be accepted.
For questions or assistance, please contact the City Clerk’s Office at (949) 707-2635 or via email.
2 General Business Convening at 7:00 PM
Call to Order
Resolution No. 96-04-09-1 established rules of decorum for public meetings held by the City of Laguna Hills. Resolution No. 96-04-09-1 is available on the table at the back of the City Council Chamber.
Invocation: Bishop Alejandro Rubalcava of Laguna Hills Ward of the Church of Jesus Christ of Latter-day Saints
Pledge of Allegiance: Council Member Caskey
Roll Call of City Council Members
1. Presentations and Proclamations
1.1 Laguna Hills High School Student Liaison Report
Recommendation: That the City Council receive a report from Laguna Hills High School 2024 Fall Student Liaison Dylan Vu.
2. Schedule of Future Events
2.1 Schedule of Future Events
Recommendation: That the City Clerk announce the upcoming meetings and events.
3. Public Comments
This is the time to address the City Council on any matter not listed on this Agenda that is within the subject matter jurisdiction of the City Council. Public Comments are limited to three minutes per person, an overall time limit of twelve minutes for any one subject, and a total time limit of thirty minutes.
Clarification questions from the City Council will not count against time limits.
Speaker’s responses are limited to one minute.
4. Consent Calendar
All matters listed under “CONSENT CALENDAR” are considered to be routine and will be enacted by one motion approving the recommendation listed on the Agenda. There will be no separate discussion unless Members of the City Council or Staff request specific items be removed from the Consent Calendar.
3 4.1 Waive Reading in Full of all Ordinances and Resolutions on the Agenda Recommendation: That the City Council waive reading in full of all ordinances and resolutions on the agenda and declare that said titles which appear on the public agenda shall be determined to have been read by title and further reading waived.
4.2 Approval of Minutes for September 24, 2024, Special Meeting Recommendation: That the City Council approve the City Council Minutes for the September 24, 2024, Special Meeting.
4.3 Approval of Minutes for September 24, 2024, Regular Meeting Recommendation: That the City Council approve the City Council Minutes for the September 24, 2024, Regular Meeting.
4.4 Ratification of October 8, 2024 Warrant Register
Recommendation: That the City Council ratify the accompanying Warrant Register for the period from September 13, 2024, to September 26, 2024, in the amount of $264,099.54.
4.5 2024 Summer Event Series Post-Event Report
Recommendation: That the City Council receive and file the report.
4.6 2025-2027 Memorial Day Half Marathon, 10K, and 5K Event Management Services Agreement
Recommendation: That the City Council approve and authorize the Mayor to execute an agreement with Spectrum Sports Management, Inc., for event management services for the 2025, 2026, and 2027 City of Laguna Hills Memorial Day Race Events.
4.7 Approval of Four Professional Services Agreements to: 1) Ascent Environmental, Inc.; 2) De Novo Planning Group; 3) Dudek; and 4) LSA Associates, Inc., for On-Call Environmental Review Consulting Services Recommendation: That the City Council approve four Professional Services Agreements with the following consulting firms: 1) Ascent Environmental, Inc.; 2) De Novo Planning Group; 3) Dudek; and 4) LSA Associates, Inc., for On-Call Environmental Review Consulting Services, in the total not to exceed contract amount of $500,000 each for a term of five (5) years, respectively, and authorize the City Manager to execute each of the four proposed Professional Services Agreements.
4 4.8 Approval of Parcel Map No. 2022-189 for Laguna Hills Plaza Shopping Center, 24791-24901 Alicia Parkway
Recommendation: That the City Council approve Final Parcel Map No. 2022- 189, a portion of Vesting Tentative Parcel Map (VTTM) No. 2022-189, for the property located at 24794-24901 Alicia Parkway, subject to minor revisions as may be required by the City Engineer and City Attorney.
Items Removed from the Consent Calendar
5. Planning Agency
The Planning Agency is called to order only if there are items scheduled to be presented to the Planning Agency.
6. City Council Public Hearings
7. Administrative Reports
7.1 City Manager
7.1.1 Discussion on a Potential Change to the Start Times for Closed Session Meetings and the General Business Session of Regular Meetings for the City Council
Recommendation: That the City Council discuss and direct staff to draft an ordinance to implement a change to the start times for Closed Session meetings and the General Business Session of regular meetings for the City Council.
7.1.2 Exploring the use of City-owned property at the Former Globe parcel (APN: 616-022-04) as a possible location for a Digital Freeway Billboard
Recommendation: That the City Council receive the presentation regarding digital freeway billboards and provide direction to staff.
7.2 Award of Public Works Construction Contract and Award of a Professional Services Agreement for the Arterial Pavement Rehabilitation Project – Paseo de Valencia & La Paz Road, CIP 104/109, and Curb Ramp Replacement Project – Alicia Parkway
Recommendation: That the City Council:
1) Award the Public Works Construction Contract for the Arterial Pavement Rehabilitation Project – Paseo de Valencia & La Paz Road, CIP 104/109, and Curb Ramp Replacement Project – Alicia Parkway, to the lowest responsive
5 bidder, Hardy & Harper, Inc., in the amount of $5,565,584.00; 2) Award a Professional Services Agreement to GMU Geotechnical, Inc. for pavement testing and observation services in the amount of $90,000; 3) Find that the Project is Categorically Exempt from the California Environmental Quality Act (CEQA), Class 1 Existing Facilities, pursuant to CEQA Guidelines, Section 15301;
4) Reject all other construction bids;
5) Authorize the City Manager to sign the Public Works Construction Contract with Hardy & Harper, Inc. and the Professional Services Agreement with GMU Geotechnical, Inc.;
6) Authorize the Finance Director to amend the budget to recognize revenue and expense in the amount of $200,000 from the Coronavirus Response and Relief Supplemental Appropriations Act of 2021;
7) Authorize the Finance Director to transfer $336,350 from CIP 101 into CIP 104; and
8) Authorize the Finance Director to amend the budget by allocating $3,000,000 from the General Fund Reserves into CIP No. 104.
8. Matters Agendized and Presented by City Council Members
9. City Council Member Committee Reports
9.1 Committee Assignment Reports
Recommendation: That the City Council receive reports from City Council Members on the City Council Committee Assignments listed in the staff report.
10. City Council Member Comments
Adjournment
The next Regular Meeting of the City Council/Planning Agency will be October 22, 2024, at 7:00p.m., in the City Council Chamber, located at 24035 El Toro Road, Laguna Hills, California.
6 CERTIFICATION
I, JENNIFER LEE, City Clerk of the City of Laguna Hills, do hereby certify that a copy of the foregoing Agenda was posted at Laguna Hills City Hall, Laguna Hills Community Center, and the Courtyard at La Paz Center by October 3, 2024, at 5:00p.m.
It is the intention of the City of Laguna Hills to comply with the Americans with Disabilities Act in all respects. If as an attendee or a participant at this meeting you will need special assistance beyond what is normally provided, the City of Laguna Hills will attempt to accommodate you in every reasonable manner. Please contact the office of the City Clerk at (949) 707 2635. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting.
Materials related to an item on this Agenda submitted to the City Council after distribution of the agenda packet are available for public inspection in the City Clerk’s Office at 24035 El Toro Road, Laguna Hills, California, during normal business hours. In addition, such writings or documents will be made available for public review on the City’s website at: https://www.lagunahillsca.gov/supplementalagenda and at the respective public meeting.
City Council Members receive no additional compensation or stipend as a result of simultaneously convening meetings of the Laguna Hills Planning Agency.
Item No. 2.1
City of Laguna Hills
City Council / Planning Agency
Staff Report
Date: October 8, 2024
To: Mayor and Council Members
From: Jennifer Lee, City Clerk
Issue: Schedule of Future Events
Recommendation: That the City Clerk announce the upcoming meetings and events Meetings:
City Council/Planning Agency Regular Meetings
Tuesday, October 22, 7:00 p.m., Laguna Hills Civic Center Council Chamber Tuesday, November 12, 7:00 p.m., Laguna Hills Civic Center Council Chamber Events:
Rooted Campaign Planting Event
Saturday, October 12 from 9:00 a.m. - 12:00 p.m., Beckenham Park LH Police Services Decorating with Deputies
Wednesday, October 16 from 2:00 p.m. - 4:00 p.m., Pumpkin City’s Pumpkin Farm Circle of Friends Halloween Dance
Friday, October 18 from 6:00 p.m. – 8:00 p.m., Laguna Hills Community Center Global Harmony Symphony Fall Concert
Monday, October 21 at 7:00 p.m., Laguna Hills Community Center National Prescription Take Back Day
Saturday, October 26 from 10:00 a.m. - 2:00 p.m., Laguna Hills Community Center CR&R Compost Giveaway
Saturday, November 9 from 8:00 a.m. - 12:00 p.m., Former Laguna Hills Mall Site
GLOBAL HARMONY
SYMPHONY
7PM, Monday, October 21, 2024
PRESENTS
Dvorak No.9 “From the New World”
Kalliwoda “Concertino for Oboe”
Valerie Geller, Music Director
GUEST CONDUCTOR
DOORS OPEN @ 6:30PM
FREE ADMISSION
FREE PARKING
SUGGESTED DONATION $10
LIVESTREAM LINK:
For additional info visit or contact:
http://www.globalharmonysymphony.com
[email protected]
JACOB SUSTAITA
OBOE SOLOIST
Laguna Hills Community
Center, 25555 Alicia
Parkway, Laguna Hills, CA
92653
RONG-HUEY LIU
https://www.youtube.com/@globalharmonysymphony4666/streams
Ladera Ranch
Ladera Ranch Middle School
29551 Sienna Parkway
Ladera Ranch, CA 92694
Laguna Hills
Laguna Hills Comm. Center
25555 Alicia Pkwy.
Laguna Hills, CA 92653
Laguna Niguel
Laguna Niguel City Hall
30111 Crown Valley Pkwy.
Laguna Niguel, CA 92677
Laguna Woods
Laguna Woods City Hall
24264 El Toro Rd.
Laguna Woods, CA 92637
Lake Forest
Lake Forest Civic Center
100 Civic Center Dr.
Lake Forest, CA 92630
Mission Viejo
Mission Viejo City Hall
200 Civic Center
Mission Viejo, CA 92691
Rancho Mission Viejo
Rancho MMC and
RanchLife Offices
28436 Airoso St.,
Rancho Mission Viejo,
CA 92694
RSM
RSM City Hall
22112 El Paseo
Rancho Santa Margarita,
CA 92688
Rossmoor
Rush Park
3021 Blume Drive
Rossmoor, CA 90720
San Clemente
San Clemente City Hall
910 Calle Negocio
San Clemente, CA 92673
Villa Park
Villa Park City Hall
17855 Santiago Blvd.
Villa Park, CA 92861
Yorba Linda
Yorba Linda Police Services
20994 Yorba Linda Blvd.
Yorba Linda, CA 92887
NATIONAL
Prescription
TAKE BACK DAY
Saturday, October 26, 2024
10:00 a.m. - 2:00 p.m.
For more information call (714) 647- 4133. The event will be held rain or shine.
DROP OFF
LOCATIONS
60% - 70% of teens report their home
medicine cabinet as their source of drugs.
Don’t let your medicine cabinet be the
source of drugs for anyone.
Free and anonymous. No questions asked.
NO Sharps, Marijuana, Liquids or pressure
cannisters will be accepted.
Bring unwanted, unused, and expired
prescription medications.
{
To find additional drop off locations, visit dea.gov/takebackday
City of Laguna Hills
City Council
Special Meeting
Minutes
Tuesday, September 24, 2024
Call to Order
The meeting was called to order at 5:00 p.m. by Mayor Wheeler.
Roll Call of City Council Members
Present:
Mayor Dave Wheeler
Mayor Pro Tempore Joshua Sweeney
Council Member Don Caskey
Council Member Janine Heft
Council Member Erica Pezold
Absent:
Public Comments
There were no public comments on the special meeting items.
City Council Workshop Items
1 Proposed Reader Board at the Corner of Alicia Parkway and Paseo de Valencia
Recommendation: That the City Council:
1) Approve the conceptual design of the proposed reader board at the corner of Alicia Parkway and Paseo de Valencia;
2) Establish CIP No. 318 for the proposed project;
3) Authorize the Finance Director to amend the budget by allocating $525,000 from the General Fund Reserves into CIP No. 318; and
4) Authorize City staff to develop construction plans and documents.
Public Works Director/City Engineer Ames reviewed the information provided in the staff report, provided two handouts and a visual presentation, and responded to Council Member requests for additional information.
City Council Special Meeting Minutes
Tuesday, September 24, 2024
2 City Manager Hildenbrand provided a handout and responded to Council Member requests for additional information.
Mayor Wheeler recessed the meeting at 6:04 p.m. and reconvened the meeting at 6:13 p.m.
City Attorney Simonian responded to Council Member requests for additional information.
A motion to revert to the La Paz Road and Paseo de Valencia location was moved by Council Member Heft, seconded by Council Member Pezold.
Roll Call Vote Result: Failed
Yes 2, No 3, Abstained 0
Ayes: Council Member Heft, Council Member Pezold
Nays: Mayor Wheeler, Mayor Pro Tempore Sweeney, Council Member Caskey
Abstain: None
A motion to approve staff's recommendation was moved by Council Member Heft, seconded by Mayor Wheeler.
A substitute motion to move staff's recommendation and add a second sign at La Paz Road and Paseo de Valencia was moved by Council Member Pezold, and did not receive a second.
Mayor Wheeler called for a roll call vote on the motion to approve staff's recommendation.
Roll Call Vote Result: Approved
Yes 5, No 0, Abstained 0
Ayes: Mayor Wheeler, Mayor Pro Tempore Sweeney, Council Member Caskey, Council Member Heft, Council Member
Pezold
Nays: None
Abstain: None
2 Exploring the use of City-owned property at the Former Globe parcel (APN:
616-022-04) as a possible location for a Digital Freeway Billboard Recommendation: That the City Council receive the presentation regarding digital freeway billboards and provide direction to staff.
A motion to continue the item was moved by Mayor Wheeler, seconded by Mayor Pro Tempore Sweeney.
City Council Special Meeting Minutes
Tuesday, September 24, 2024
3 Roll Call Vote Result: Approved
Yes 5, No 0, Abstained 0
Ayes: Mayor Wheeler, Mayor Pro Tempore Sweeney, Council Member Caskey, Council Member Heft, Council Member
Pezold
Nays: None
Abstain: None
Adjournment
There being no further business before the City Council at this session, Mayor Wheeler declared the meeting adjourned at 6:56 p.m.
____________________________________
Jennifer Lee, City Clerk
ATTEST:
____________________________________
Dave Wheeler, Mayor
Approved at meeting of October 8, 2024
City of Laguna Hills
City Council / Planning Agency
Regular Meeting
Minutes
Tuesday, September 24, 2024
General Business Convening at 7:00 PM
Call to Order
The meeting was called to order at 7:05 p.m. by Mayor Wheeler.
Invocation: Rabbi Dennis Linson of Temple Judea of Laguna Hills Pledge of Allegiance: Council Member Pezold
Roll Call of City Council Members
Present:
Mayor Dave Wheeler
Mayor Pro Tempore Joshua Sweeney
Council Member Don Caskey
Council Member Janine Heft
Council Member Erica Pezold
Absent:
1. Presentations and Proclamations
1.1 Laguna Hills High School Student Liaison Report
The City Council received a report from Laguna Hills High School 2024 Fall Student Liaison Ann Pham.
2. Schedule of Future Events
2.1 Schedule of Future Events
City Clerk Lee announced the upcoming meetings and events.
3. Public Comments
The following individual(s) provided public comments on non-agendized items:
David Gagne, Laguna Hills resident
Mary Gulino, Laguna Hills resident
Mario Medina, Laguna Hills resident
City Council/Planning Agency Regular Meeting Minutes
Tuesday, September 24, 2024
2 4. Consent Calendar
A motion to approve the Consent Calendar with Item No. 4.6 removed by Mayor Wheeler, was moved by Mayor Wheeler, seconded by Council Member Heft.
Result: Approved
Yes 5, No 0, Abstained 0
Ayes: Mayor Wheeler, Mayor Pro Tempore Sweeney, Council Member Caskey, Council Member Heft, Council Member
Pezold
Nays: None
Abstain: None
4.1 Waive Reading in Full of all Ordinances and Resolutions on the Agenda Recommendation: That the City Council waive reading in full of all ordinances and resolutions on the agenda and declare that said titles which appear on the public agenda shall be determined to have been read by title and further reading waived.
4.2 Approval of Minutes for September 10, 2024, Regular Meeting Recommendation: That the City Council approve the City Council Minutes for the September 10, 2024, Regular Meeting.
4.3 Ratification of September 24, 2024 Warrant Register Recommendation: That the City Council ratify the accompanying Warrant Register for the period from August 30, 2024, to September 12, 2024, in the amount of $1,334,616.22.
4.4 Treasurer's Investment Report for August 2024
Recommendation: That the City Council receive and file the Treasurer's Investment Report for the month of August 2024.
4.5 2024 Holiday Lighting and Decorations Agreement with The Christmas Kings Recommendation: That the City Council: 1) Waive competitive formal bidding requirements and procedures set forth in the City of Laguna Hills Municipal Code (LHMC) Section 3-08.090 with regard to approval of the proposed Holiday Lighting and Decorations Agreement with The Christmas Kings, as it is hereby found and determined, pursuant to LHMC Section 3-08.110, that the recommended contract is for entertainment services and community support; and 2) Approve the proposed Holiday Lighting and Decorations Agreement and authorize the City Manager to execute the Agreement.
City Council/Planning Agency Regular Meeting Minutes
Tuesday, September 24, 2024
3 4.7 Development Application Status Report
Recommendation: That the City Council receive and file the report.
Items Removed from the Consent Calendar
4.6 Amendment No. 1 to Cooperative Agreement No. C-9-1420 Between the Orange County Transportation Authority and the Cities of Irvine, Laguna Hills, and Lake Forest for the Lake Forest Drive Regional Traffic Signal Synchronization Program Project
Recommendation: That the City Council: 1) Approve Amendment No. 1 to Cooperative Agreement No. C-9-1420 with the Orange County Transportation Authority for the Lake Forest Drive Regional Traffic Signal Synchronization Program Project; and 2) Authorize the Mayor to sign the Agreement.
Mayor Wheeler removed Item No. 4.6 from the Consent Calendar to request additional information.
Public Works Director/City Engineer responded to Council Member requests for additional information.
A motion to approve staff's recommendation was moved by Mayor Wheeler, seconded by Council Member Heft.
Result: Approved
Yes 5, No 0, Abstained 0
Ayes: Mayor Wheeler, Mayor Pro Tempore Sweeney, Council Member Caskey, Council Member Heft, Council Member
Pezold
Nays: None
Abstain: None
5. Planning Agency
There were no separate Planning Agency business items for this meeting.
6. City Council Public Hearings
There were no City Council public hearings.
7. Administrative Reports
7.1 City Manager
7.1.1 Consideration of Policies to either Ban the Installation and Use of Artificial Turf on City-owned properties or Encourage the Planting of Natural Grass in the City of Laguna Hills
City Council/Planning Agency Regular Meeting Minutes
Tuesday, September 24, 2024
4 Recommendation: That the City Council discuss the proposed policies and either:
1) Adopt a Resolution entitled: "A Resolution of the City Council of the City of Laguna Hills, Establishing City Council Policy No. 313, Regarding a Ban on the Installation and Use of Artificial Turf in the City of Laguna Hills"; or 2) Adopt Resolution No. 2024-09-24-1: "A Resolution of the City Council of the City of Laguna Hills, Establishing City Council Policy No. 313, Regarding Encouragement of Planting Natural Grass in the City of Laguna Hills".
City Manager Hildenbrand reviewed the information provided in the staff report and responded to Council Member requests for additional information.
A motion to adopt the second proposed resolution to encourage planting of natural grass in the City was moved by Council Member Pezold, seconded by Council Member Heft.
Roll Call Vote Result: Approved
Yes 5, No 0, Abstained 0
Ayes: Mayor Wheeler, Mayor Pro Tempore Sweeney, Council Member Caskey, Council Member Heft, Council Member
Pezold
Nays: None
Abstain: None
8. Matters Agendized and Presented by City Council Members
8.1 Discussion about a Potential Ordinance Banning the Sale of Nitrous Oxide Recommendation: Mayor Wheeler recommends that the City Council discuss and provide direction to staff.
Mayor Wheeler provided information on the item.
A motion to table the item was moved by Mayor Wheeler, seconded by Council Member Pezold.
Roll Call Vote Result: Approved
Yes 5, No 0, Abstained 0
Ayes: Mayor Wheeler, Mayor Pro Tempore Sweeney, Council Member Caskey, Council Member Heft, Council Member
Pezold
Nays: None
Abstain: None
City Council/Planning Agency Regular Meeting Minutes
Tuesday, September 24, 2024
5 9. City Council Member Committee Reports
9.1 Committee Assignment Reports
The City Council received reports from City Council Members on the City Council Committee Assignments listed in the staff report.
10. City Council Member Comments
Mayor Pro Tempore Sweeney
Mayor Pro Tempore Sweeney provided an update on a recent traffic collision involving members of OCFA's Santiago Handcrew.
Mayor Pro Tempore Sweeney reported on the loss of Joel Brodowski, OCFA IT Manager.
Mayor Pro Tempore Sweeney provided an update on the Airport Fire and thanked OCFA and all other agencies involved for their service.
Adjournment
There being no further business before the City Council at this session, Mayor Wheeler declared the meeting adjourned at 7:49 p.m.
____________________________________
Jennifer Lee, City Clerk
ATTEST:
____________________________________
Dave Wheeler, Mayor
Approved at meeting of October 8, 2024.
Item No. 4.4
City of Laguna Hills
City Council / Planning Agency
Staff Report
Date: October 8, 2024
To: Mayor and Council Members
From: Eric Hendrickson, Finance Director
Issue: Ratification of October 8, 2024 Warrant Register Recommendation: That the City Council ratify the accompanying Warrant Register for the period from September 13, 2024, to September 26, 2024, in the amount of $264,099.54.
Background:
The City issues accounts payable disbursements on a regular basis and presents it to the City Council for ratification at its next regularly scheduled City Council Meeting. The attached Warrant Register containing checks and electronic funds transfers for the period from September 13, 2024, to September 26, 2024, is being presented for ratification by the City Council. Payments have been reviewed and approved by the appropriate departmental staff. The Finance Director certifies to the accuracy of the attached register and to the availability of monies for payment thereof.
Fiscal Impact:
Ratification of the accompanying Warrant Register includes disbursements totaling $264,099.54.
Attachments:
1. Warrant Register - October 8, 2024
2. Payables Detail Report - October 8, 2024
Payment Amount
86.04 1,707.00
500.00
7,770.00
363.12
36,822.79
833.54
13,298.35
1,470.80
500.00
51.19 1,890.00
1,305.87
10,000.00
287.29
43.00 14,730.00
32,784.49
89.77 14,287.80
5,520.43
14,927.60
675.00
12,523.10
12,429.00
2,400.00
750.00
929.70
21,963.75
24,558.91
4235 S-2339 SAHO MUSIC & ENTERTAINMENT, LLC 09/26/2024 2,000.00 Total Regular: 237,498.54
9/27/2024 4:54:21 PM Page 1 of 3
4232 C-0023 COX COMMUNICATION 09/26/2024
4233 E-0504 EL TORO WATER DISTRICT 09/26/2024
4234 M-1302 MOULTON NIGUEL WATER DISTRICT 09/26/2024
4229 Z-CD-0484 TURNER CONSTRUCTION 09/20/2024
4230 T-2656 TYLER TECHNOLOGIES, INC. 09/20/2024
4231 M-1613 ADRIAN MERRITT 09/26/2024
4226 S-2338 SOUTHWEST TOYOTA LIFT 09/20/2024
4227 S-2198 STATE OF CALIFORNIA DEPT OF INDUSTRIAL RELATIONS 09/20/2024 4228 R-1888 THE RITZ COMPANIES 09/20/2024
4223 S-2330 SOCALGAS 09/20/2024
4224 S-1904 SOUTHERN CALIFORNIA EDISON 09/20/2024
4225 S-1904 SOUTHERN CALIFORNIA EDISON 09/20/2024
4220 P-1839 PAPER DEPOT 09/20/2024
4221 Z-CD-0173 ROOFING STANDARDS, INC. 09/20/2024
4222 S-1902 SAN DIEGO GAS AND ELECTRIC 09/20/2024
4217 I-0960 IRV SEAVER MOTORCYCLES 09/20/2024
4218 L-1226 LAGUNA HILLS CHAMBER OF COMMERCE 09/20/2024 4219 M-1612 MINUTEMAN PRESS 09/20/2024
4214 S-2315 GEORGIA SHEPHERD 09/20/2024
4215 G-0571 HOLLAND GANNON 09/20/2024
4216 Z-CD-0444 I BE ROOFING INC 09/20/2024
4211 C-0023 COX COMMUNICATION 09/20/2024
4212 E-0554 ECONOMICS, INC. 09/20/2024
4213 F-0725 FASTSIGNS OF LAKE FOREST 09/20/2024
4208 A-0392 AQUATICO 09/20/2024
4209 A-0365 AT AND T - CALNET 3 09/20/2024
4210 C-1144 CHARLES ABBOTT ASSOCIATES, INC 09/20/2024
4205 A-0349 A SOURCE OF PRIDE 09/20/2024
4206 A-0311 ALLIANT INSURANCE SERVICES 09/20/2024
4207 Z-CS-0496 AMBROSIO PEREZ 09/20/2024
Payment Type: Regular
Warrant Register - October 8, 2024
City of Laguna Hills, CA By Check Number
Date Range: 09/13/2024 - 09/26/2024
Check Number Vendor Number Vendor Name Payment Date
Payment Amount
208.61
312.56
7,224.00
18,855.83
66 35 0.00 264,099.54
9/27/2024 4:54:21 PM Page 2 of 3
Bank Drafts 15 4 0.00 26,601.00
EFT's 0 0 0.00 0.00
Manual Checks 0 0 0.00 0.00
Voided Checks 0 0 0.00 0.00
Total Bank Draft: 26,601.00
Bank Code 1 - General Summary
Payable
Count
Payment
Payment Type Count Discount Payment
Regular Checks 51 31 0.00 237,498.54
DFT0002932 W-2450 WEX BANK 09/20/2024
DFT0002941 H-0966 HIGH LEVEL SECURITY SOLUTIONS, INC. 09/26/2024 DFT0002942 U-2170 US BANK CORPORATE PAYMENT SYSTEMS 09/16/2024 Warrant Register - October 8, 2024 Date Range: 09/13/2024 - 09/26/2024 Check Number Vendor Number Vendor Name Payment Date
Payment Type: Bank Draft
DFT0002931 W-2450 WEX BANK 09/20/2024
998 Pooled Cash & Investments 9/2024 264,099.54
264,099.54
9/27/2024 4:54:21 PM Page 3 of 3
66 35 0.00 264,099.54
Fund Summary
Fund Name Period Amount
Bank Drafts 15 4 0.00 26,601.00
EFT's 0 0 0.00 0.00
Manual Checks 0 0 0.00 0.00
Voided Checks 0 0 0.00 0.00
All Bank Codes Check Summary
Payable
Count
Payment
Payment Type Count Discount Payment
Regular Checks 51 31 0.00 237,498.54
Warrant Register - October 8, 2024 Date Range: 09/13/2024 - 09/26/2024
Amount
9/27/2024 4:56:44 PM Page 1 of 8
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3165) 09.06.24 Home Depot 100-355-720700 22.60 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3165) 09.06.24 Imperial Sprinkler Supply 100-355-720700 37.11 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3165) 09.06.24 SiteOne Landscape Supply 100-355-720700 45.98 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Patch.com 100-310-695531 156.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Full Source, LLC 100-310-695531 373.35 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3165) 09.06.24 Home Depot 100-355-720700 16.13 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Facebook 100-310-695531 75.00
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Facebook 100-310-695531 75.00
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 EventBrite Ads Campaign 100-310-695531 150.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Facebook 100-310-695531 53.57
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Staples 100-310-695531 53.86
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Facebook 100-310-695531 75.00
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Magic Jump Rentals 100-310-695531 251.90 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Facebook 100-310-695531 9.22
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 OC Register Subscription 100-310-695531 1.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Pizza Hut 100-310-695513 61.83
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Smart and Final 100-310-695513 106.42 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Contemporary Services 100-310-695513 160.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 TK Burgers 100-310-695512 898.98 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Haole Boys Shave Ice 100-310-695512 827.31 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Facebook 100-310-695513 15.00
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Terra Mia Pizzeria 100-310-695512 45.26 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Pizza Guys 100-310-695512 58.43 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 The Family Ice Cream 100-310-695512 481.50 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Laguna Hills Launderland 100-310-622005 10.30 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Amazon 100-310-622500 322.17
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Tru Bru Organic Coffee 100-310-624500 24.77 Payables Detail Report
City of Laguna Hills, CA By Fund
Payment Dates 09/13/2024 - 09/26/2024
Payment Date Vendor Name Payable Number Description (Item) Account Number Fund: 100 - General Fund
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (0629) 09.06.24 Ralphs 100-310-622005 11.18
Amount
9/27/2024 4:56:44 PM Page 2 of 8
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Amazon 100-355-720401 461.34
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Harbor Freight Tools 100-355-720401 (183.16) 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 100-355-720401 (26.94) 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Michael's 100-195-622000 242.32 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 100-195-622000 215.39 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Southland Auto Care 100-355-646100 127.14 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (6171) 09.06.24 ACC-OC 2024 Washington DC
Advocacy Trip
100-155-612002 400.00
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (6171) 09.06.24 BJ's Restaurants 100-155-622000 361.82 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (6171) 09.06.24 Amazon 100-155-622000 389.24
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5958) 09.06.24 The Gamble House 100-310-695505 120.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5958) 09.06.24 Dark Harbor 100-310-695505 115.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5958) 09.06.24 OC Regional Parks Parking 100-310-695505 5.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5958) 09.06.24 Ralphs 100-310-622005 20.93
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5958) 09.06.24 Ralphs 100-310-622005 123.44
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5958) 09.06.24 Sherman Library & Gardens 100-310-695505 20.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5166) 09.06.24 Ansafone Communications 100-355-630000 184.75 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5958) 09.06.24 City of Brea, OCCMA Membership
Renewal
100-155-610000 585.00
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5958) 09.06.24 Michael's 100-310-620500 16.86
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5166) 09.06.24 California Board for Professional Engineers
100-355-610000 180.00
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5166) 09.06.24 Amazon 100-355-622000 25.00
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5166) 09.06.24 Amazon 100-355-622000 117.45
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (4849) 09.06.24 Amazon.com, Blueair Replacement Filters
100-195-622000 1,484.55
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5166) 09.06.24 Amazon 100-195-622000 314.36
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (5166) 09.06.24 Amazon 100-195-622000 193.90
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3772) 09.06.24 CDW Govt 100-195-940000 1,046.81 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3772) 09.06.24 CDW Govt 100-195-940000 (417.63) 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3772) 09.06.24 Starbucks 100-310-622000 22.00
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3405) 09.06.24 Greek Bistro 100-155-622000 55.33 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3405) 09.06.24 Balvinas Mexican Kitchen 100-155-622000 63.22 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3405) 09.06.24 Custom Patch Hats, LLC 100-195-622000 2,047.90 Payables Detail Report Payment Dates: 09/13/2024 - 09/26/2024 Payment Date Vendor Name Payable Number Description (Item) Account Number 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3165) 09.06.24 Smartlink 100-355-720700 620.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (3405) 09.06.24 Greek Bistro 100-155-622000 64.13
Amount
9/27/2024 4:56:44 PM Page 3 of 8
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Amazon 100-420-622000 47.40
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 South Coast Trophy 100-420-622000 45.21 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Amazon 100-420-622000 34.45
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Amazon 100-420-621000 32.39
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 J M Trophies and Awards 100-420-622000 357.12 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Amazon 100-420-622000 47.72
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Amazon Prime Video 100-310-695512 4.19 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Amazon Prime Video 100-310-695512 3.59 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Amazon 100-420-621000 7.53
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Amazon 100-310-646500 43.42
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Saddleback Valley Unified School District
100-310-695508 417.15
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Prime Video 100-310-695512 14.99 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Home Depot 100-310-645500 17.52 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Exxon Circle K 100-310-646100 18.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Exxon Circle K 100-310-646100 18.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Amazon 100-310-620500 15.62
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Amazon 100-310-622500 426.73
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Flowcode Pro 100-310-626000 60.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Exxon Circle K 100-310-613100 14.33 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Exxon Circle K 100-310-613100 95.68 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Exxon Circle K 100-310-613100 64.49 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 100-355-720401 428.85 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Amazon 100-195-621000 64.64
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8097) 09.06.24 Vizual Symphony 100-195-720050 1,040.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Harbor Freight Tools 100-355-720401 191.77 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 100-355-720401 195.51 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Amazon 100-355-720401 204.71
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Harbor Freight Tools 100-355-720401 59.25 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 100-355-720401 99.11 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Harbor Freight Tools 100-355-720401 183.16 Payables Detail Report Payment Dates: 09/13/2024 - 09/26/2024 Payment Date Vendor Name Payable Number Description (Item) Account Number 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Harbor Freight Tools 100-355-720401 43.09 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 100-355-720401 53.85
Amount
9/27/2024 4:56:44 PM Page 4 of 8
09/20/2024 THE RITZ COMPANIES 224894 Janitorial Services, Sep '24 100-310-721505 12,523.10 09/20/2024 ALLIANT INSURANCE SERVICES 2816439 Heritage Day Event Insurance 100-310-695531 1,707.00 09/20/2024 AQUATICO 372-273 Fountains/Water Features
Maintenance, Sep '24
100-310-645500 795.00
09/20/2024 FASTSIGNS OF LAKE FOREST 2016-19082 Heritage Day Signs, Sep '24 100-310-695531 1,050.57 09/20/2024 FASTSIGNS OF LAKE FOREST 2016-19146 Heritage Day Posters, Sep '24 100-310-695531 420.23 09/20/2024 IRV SEAVER MOTORCYCLES 20242038 Motorcycle Maintenance, Police Svcs, Sep '24
100-420-646100 1,305.87
09/20/2024 SAN DIEGO GAS AND ELECTRIC 091324 Utilities - Electric, 8/1/24 - 8/31/24 100-356-631900 738.23 09/20/2024 SOCALGAS 091824 Utilities - Gas, Comm Ctr, 8/14/24 - 9/16/24
100-310-632500 89.77
09/20/2024 HOLLAND GANNON 091924 Heritage Day Supplies 100-310-695531 51.19 09/20/2024 SAN DIEGO GAS AND ELECTRIC 091324 Utilities - Electric, 7/9/24 - 8/7/24 100-310-631100 8,257.79 09/20/2024 SAN DIEGO GAS AND ELECTRIC 091324 Utilities - Electric, 7/9/24 - 8/7/24 100-355-631000 8,844.47 09/20/2024 SAN DIEGO GAS AND ELECTRIC 091324 Utilities - Electric, 8/1/24 - 8/31/24 100-356-631400 14,944.00 09/20/2024 SOUTHERN CALIFORNIA EDISON 090624 - Acct #700234509668 Utilities - Electric, 7/1/24 - 8/31/24 100-355-631000 1,109.88 09/20/2024 SOUTHERN CALIFORNIA EDISON 090624 - Acct #700234509668 Utilities - Electric, 7/1/24 - 8/31/24 100-356-631400 13,177.92 09/20/2024 LAGUNA HILLS CHAMBER OF
COMMERCE
091224 Business Attraction / Retention
Services, FY 24/25
100-155-700026 10,000.00
09/20/2024 SOUTHERN CALIFORNIA EDISON 090624 - Acct #700162476559 Utilities - Electric, 7/1/24 - 8/31/24 100-355-631000 99.10 09/20/2024 SOUTHERN CALIFORNIA EDISON 090624 - Acct #700162476559 Utilities - Electric, 7/1/24 - 8/31/24 100-356-631400 1,206.26 09/20/2024 SOUTHERN CALIFORNIA EDISON 090624 - Acct #700162476559 Utilities - Electric, 7/1/24 - 8/31/24 100-356-631900 4,215.07 09/20/2024 TYLER TECHNOLOGIES, INC. 025-478535 EPL Implementation Services, Aug '24 100-195-720050 2,400.00 09/20/2024 COX COMMUNICATION 061924 WiFi, City Hall, Jun '24 100-195-630000 182.62 09/20/2024 COX COMMUNICATION 062824 WiFi, Community Center, Jul '24 100-195-630000 650.92 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (9031) 09.06.24 Intelius 100-225-626000 24.86
09/20/2024 AT AND T - CALNET 3 000022260074 Alarm, City Hall Lines, 8/7/24 - 9/6/24 100-195-630000 208.59 09/20/2024 AT AND T - CALNET 3 000022260074 Alarm, Com Ctr Lines, 8/7/24 - 9/6/24 100-310-630100 154.53 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 In-N-Out 100-420-695000 209.79
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Target 100-420-695000 86.17
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (9031) 09.06.24 Intelius 100-225-626000 4.99
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Costco 100-420-695000 60.19
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 In-N-Out 100-420-695000 78.44
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Costco 100-420-695000 199.46
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 The Toll Roads of OC 100-420-646100 6.82 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 The Toll Roads of OC 100-420-646100 3.46 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Costco 100-420-695000 43.95
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 The Toll Roads of OC 100-420-646100 7.51 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 The Toll Roads of OC 100-420-646100 3.46 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 The Toll Roads of OC 100-420-646100 6.92 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Amazon Prime 100-420-626000 16.15 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 The Toll Roads of OC 100-420-646100 3.46 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 The Toll Roads of OC 100-420-646100 3.46 Payables Detail Report Payment Dates: 09/13/2024 - 09/26/2024 Payment Date Vendor Name Payable Number Description (Item) Account Number 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 J M Trophies and Awards 100-420-622000 104.57 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (8151) 09.06.24 Amazon 100-420-622000 24.76
Amount
Fund 212 - Measure M2 Fund Total: 37,026.71
Fund: 214 - AB 2766 Fund
09/20/2024 SOUTHWEST TOYOTA LIFT SPINV-071295 Electric Cart, Payloader 2XL 214-310-900000 14,927.60 Fund 214 - AB 2766 Fund Total: 14,927.60
9/27/2024 4:56:44 PM Page 5 of 8
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 212-355-720400 50.00 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 212-355-720400 6.76
09/20/2024 CHARLES ABBOTT ASSOCIATES, INC 67871 Road Maintenance, Aug '24 212-355-720400 36,822.79 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 212-355-720400 (31.68) 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Harbor Freight Tools 212-355-720400 32.84 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Harbor Freight Tools 212-355-720400 10.73 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 212-355-720400 (192.87) 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 212-355-720400 7.13
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Harbor Freight Tools 212-355-720400 9.69 09/26/2024 HIGH LEVEL SECURITY SOLUTIONS,
INC.
5827 Private Security Patrol, 9/9/24 -
9/22/24
100-420-720850 7,224.00
Fund 100 - General Fund Total: 185,896.88
Fund: 212 - Measure M2 Fund
09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 212-355-720400 118.45 09/16/2024 US BANK CORPORATE PAYMENT
SYSTEMS
CalCard (7241) 09.06.24 Home Depot 212-355-720400 192.87 09/26/2024 SAHO MUSIC & ENTERTAINMENT, 092024 Heritage Day, Sean Oliu Performance 100-310-695531 2,000.00 09/26/2024 EL TORO WATER DISTRICT 092524 Water Usage, Public Works, Jul '24 100-355-635000 21,963.75 09/26/2024 ADRIAN MERRITT 309 Heritage Day Magician 100-310-695531 750.00 09/26/2024 COX COMMUNICATION 090724 Traffic Signal, 9/7/24 - 10/6/24 100-195-630000 84.00 09/26/2024 MOULTON NIGUEL WATER DISTRICT 091224 Utilities - Water, 8/13/24 - 9/9/24 100-310-635100 604.65 09/26/2024 MOULTON NIGUEL WATER DISTRICT 091224 Utilities - Water, 8/13/24 - 9/9/24 100-355-635000 23,954.26 09/20/2024 PAPER DEPOT IN19568-8559 Destruction Bin 100-310-645500 43.00 09/20/2024 STATE OF CALIFORNIA DEPT OF
INDUSTRIAL RELATIONS
S 2099988 SN Inspection, Elevator Conveyance
#123674, Sep '24
100-310-645500 675.00
09/26/2024 COX COMMUNICATION 090524 T-1 Line, 9/5/24 - 10/4/24 100-195-630000 845.70 09/20/2024 I BE ROOFING INC BLDR-0287-2024 BLDR-0287-2024, C&D Refund, REC013301-2024100-000-227001 630.00 09/20/2024 I BE ROOFING INC BLDR-0288-2024 BLDR-0288-2024, C&D Refund, REC013300-2024100-000-227001 630.00 09/20/2024 I BE ROOFING INC BLDR-0289-2024 BLDR-0289-2024, C&D Refund, REC013302-2024100-000-227001 630.00 09/20/2024 TURNER CONSTRUCTION BLDC-0169-2021 BLDC-0169-2021, C&D Refund, REC008087-2022100-000-227001 7,143.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0269-2023 BLDR-0269-2023, C&D Refund, REC011150-2023100-000-227001 1,290.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0287-2023 BLDR-0287-2023, C&D Refund, REC011199-2023100-000-227001 990.00 09/20/2024 WEX BANK 98567921 PUBWKS Vehicle Fuel, Jul '24 100-355-613100 294.56 09/20/2024 WEX BANK 98567921 PUBWKS Vehicle Maintenance, Jul '24 100-355-646100 18.00 09/20/2024 TURNER CONSTRUCTION BLDC-0164-2021 BLDC-0164-2021, C&D Refund, REC006978-2022100-000-227001 5,286.00 09/20/2024 AMBROSIO PEREZ 77833506 Refund, Facility Deposit, R #66426920 100-000-222000 500.00 09/20/2024 A SOURCE OF PRIDE 9110871 Operating Supplies, Sep '24 100-195-622000 86.04 09/20/2024 WEX BANK 98567830 COMSVCS Vehicle Fuel, Jul '24 100-310-613100 208.61 Payables Detail Report Payment Dates: 09/13/2024 - 09/26/2024 Payment Date Vendor Name Payable Number Description (Item) Account Number 09/20/2024 AQUATICO 372-274 Wall Water Fountain Repairs, Sep '24 100-310-645500 6,975.00 09/20/2024 MINUTEMAN PRESS 589 Heritage Day Postcards, Sep '24 100-310-695531 287.29
Amount
Grand Total: 264,099.54
9/27/2024 4:56:44 PM Page 6 of 8
09/20/2024 ROOFING STANDARDS, INC. BLDR-0341-2023 BLDR-0341-2023, C&D Refund, REC011355-2023307-000-436000 1,680.00 Fund 307 - Construction & Demolition Forfeited Deposits Fund Total: 12,450.00 Fund: 998 - Pooled Cash & Investments
09/20/2024 GEORGIA SHEPHERD 091924 Heritage Day, Change Boxes 998-000-100007 500.00 Fund 998 - Pooled Cash & Investments Total: 500.00
09/20/2024 ROOFING STANDARDS, INC. BLDR-0338-2023 BLDR-0338-223, C&D Refund, REC011359-2023307-000-436000 1,350.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0339-2023 BLDR-0339-2023, C&D Refund, REC011357-2023307-000-436000 900.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0340-2023 BLDR-0340-2023, C&D Refund, REC011356-2023307-000-436000 1,170.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0308-2023 BLDR-0308-2023, C&D Refund, REC011254-2023307-000-436000 330.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0309-2023 BLDR-0309-2023, C&D Refund, REC011253-2023307-000-436000 1,170.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0310-2023 BLDR-0310-2023, C&D Refund, REC011257-2023307-000-436000 1,650.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0280-2023 BLDR-0280-2023, C&D Refund, REC011177-2023307-000-436000 960.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0286-2023 BLDR-0286-2023, C&D Refund, REC011198-2023307-000-436000 750.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0288-2023 BLDR-0288-2023, C&D Refund, REC011193-2023307-000-436000 1,170.00 Fund: 306 - CR&R Recycling Fee Fund
09/20/2024 ECONOMICS, INC. 2024.2 Professional Services, Recycling Program, Aug '24
306-355-700000 13,298.35
Fund 306 - CR&R Recycling Fee Fund Total: 13,298.35
Fund: 307 - Construction & Demolition Forfeited Deposits Fund 09/20/2024 ROOFING STANDARDS, INC. BLDR-0258-2023 BLDR-0258-2023, C&D Refund, REC011058-2023307-000-436000 660.00 09/20/2024 ROOFING STANDARDS, INC. BLDR-0268-2023 BLDR-0268-2023, C&D Refund, REC011149-2023307-000-436000 660.00 Payables Detail Report Payment Dates: 09/13/2024 - 09/26/2024 Payment Date Vendor Name Payable Number Description (Item) Account Number
100-420-622000 Operating Supplies 661.23
100-420-626000 Subscriptions & Books 16.15
100-420-646100 Vehicle Maintenance & Repairs 1,340.96
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100-355-646100 Vehicle Maintenance & Repairs 145.14
100-355-720401 Other Public Works Maintenance 1,710.54
100-355-720700 Landscape Maintenance 741.82
100-356-631400 MOE - Electric (Streetlights & 29,328.18 100-356-631900 MOE - Electric (On-Bill Financing) 4,953.30 100-420-621000 Computer Supplies 39.92
100-355-610000 Memberships & Dues 180.00
100-355-613100 Vehicle Fuel 294.56
100-355-622000 Operating Supplies 142.45
100-355-630000 Telephone & Communications 184.75
100-355-631000 Utilities - Electric 10,053.45
100-355-635000 Utilities - Water 45,918.01
100-310-695505 Cultural Excursions 260.00
100-310-695508 July Fourth Celebration 417.15
100-310-695512 Movies in the Park 2,334.25
100-310-695513 Concerts 343.25
100-310-695531 Heritage Day 7,540.18
100-310-721505 Contract Services - Janitorial & 12,523.10 100-310-631100 Utilities - Electric (Community 8,257.79 100-310-632500 Utilities - Gas (Community 89.77
100-310-635100 Utilities - Water (Community 604.65
100-310-645500 Facility Maintenance & Repairs 8,505.52
100-310-646100 Vehicle Maintenance & Repairs 36.00
100-310-646500 Equipment Maintenance & 43.42
100-310-622000 Operating Supplies 22.00
100-310-622005 Operating Supplies - Community 165.85
100-310-622500 Supplies - Program Services 748.90
100-310-624500 Advertising - Program Services 24.77
100-310-626000 Subscriptions & Books 60.00
100-310-630100 Telephone & Communications - 154.53
100-195-630000 Telephone & Communications 1,971.83
100-195-720050 Contract Services - Software 3,440.00
100-195-940000 Computer Hardware & Software 629.18
100-225-626000 Subscriptions & Books 29.85
100-310-613100 Vehicle Fuel 383.11
100-310-620500 Office Supplies - Community 32.48
100-155-610000 Memberships & Dues 585.00
100-155-612002 Travel - ACC-OC 400.00
100-155-622000 Operating Supplies 933.74
100-155-700026 Professional Services - Business 10,000.00 100-195-621000 Computer Supplies 64.64
100-195-622000 Operating Supplies 4,584.46
306 - CR&R Recycling Fee Fund 13,298.35
307 - Construction & Demolition Forfeited Deposits Fund 12,450.00 998 - Pooled Cash & Investments 500.00
Grand Total: 264,099.54
Account Summary
Account Number Account Name Payment Amount
100-000-222000 Refundable Deposits 500.00
100-000-227001 Security Deposit - Waste 16,599.00
Payables Detail Report Payment Dates: 09/13/2024 - 09/26/2024 Report Summary
Fund Summary
Fund Payment Amount
100 - General Fund 185,896.88
212 - Measure M2 Fund 37,026.71
214 - AB 2766 Fund 14,927.60
998-000-100007 Cash on Hand - Cashier's Float 500.00
Grand Total: 264,099.54
Project Account Summary
Project Account Key Payment Amount
**None** 264,099.54
Grand Total: 264,099.54
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100-420-695000 Community Assistance & Public 678.00
100-420-720850 Private Security Patrol 7,224.00
212-355-720400 Street Maintenance 37,026.71
214-310-900000 Vehicles 14,927.60
306-355-700000 Professional Services 13,298.35
307-000-436000 Forfeited C&D Deposits 12,450.00
Payables Detail Report Payment Dates: 09/13/2024 - 09/26/2024 Account Summary
Account Number Account Name Payment Amount
Item No. 4.5
City of Laguna Hills
City Council / Planning Agency
Staff Report
Date: October 8, 2024
To: Mayor and Council Members
From: Holland Gannon, Community Services Manager
Issue: 2024 Summer Event Series Post-Event Report
Recommendation: That the City Council receive and file the report.
Background:
The City of Laguna Hills Community Services Department celebrated a successful summer with the Concerts in the Park and Movies in the Park series, featuring an impressive lineup that drew large crowds and fostered community spirit.
Concerts in the Park:
The concert series kicked off on July 19 with Paperback Writer: The Beatles Experience, in which attendees enjoyed nostalgic tunes. Following this, Stone Soul brought oldies and Motown classics to the stage on July 26. Local favorite, Family Style, performed on August 2 on a mobile stage on the soccer field due to anticipated larger crowd attendance. The series continued on August 9 with Yachty by Nature, providing a fun, yacht rock experience, and culminated with the grand finale, Symphony on the Go on August 31, which showcased a beautiful orchestral performance.
All concerts, except for Symphony on the Go, which was held at Cabot Park, took place at the Laguna Hills Community Center and Sports Complex. The first two concerts used the Town Green Gazebo for a stage, and the last two concerts hosted at the Laguna Hills Community Center and Sports Complex used a portable stage installed on the soccer field. The average attendance at each of the concerts in the Concert in the Park series was approximately 350 people.
Item No. 4.5
Movies in the Park:
In addition to the successful concert series, the Movies in the Park series drew large crowds from the neighborhoods surrounding each park where the movie event was held. The movie series kicked off on August 16 at Costeau Park with the family-friendly film Lilo & Stitch, and the Community Services Department provided free shave ice from Haole Boys for the first 150 attendees. The following week, on August 23, at El Conejo Park, Planes took to the screen on National Ride the Wind Day, where staff handed out free kites to participants. On August 30, Santa Vittoria Park transformed into a magical setting for the 2023 version of The Little Mermaid, enchanting audiences with its underwater adventures. For this event, staff hired an ice cream truck to give out free ice cream to the first 150 attendees. Finally, on September 6 at Beckenham Park, Kung Fu Panda 4 rounded out the series for the End of Summer Celebration. TK Burgers provided burgers, chips, and drinks to the first 150 participants. Each movie saw an average of approximately 200 attendees.
Fiscal Impact:
The budget for the 2024 Concerts in the Park series was $34,000, not including staff time. Total expenditures were $40,850 including $735 for supplies for Symphony on the Go and estimated staff costs as represented in the table below. 2024 Concerts in the Park Expenditures
Direct Costs
Bands $12,000
Stage and Sound $24,463
Signage $175
Supplies $322
Portable Restrooms $560
Total Direct Costs $37,520
Estimated Staff Costs $3,330
Total Expenditures $40,850
Item No. 4.5
The budget for the 2024 Movies in the Park series was $10,000, not including staff time.
Total expenditures were $12,663 including estimated staff costs as represented in the table below.
2024 Movies in the Park Expenditures
Direct Costs
Haole Boys Shave Ice $828
Movie License $2,440
Ice Cream Truck $482
TK Burger Truck $1,373
Kites $809
Supplies $1,100
Portable Restrooms $1,240
Total Direct Costs $8,271
Estimated Staff Costs $4,392
Total Expenditures $12,663
Attachments:
None
Item No. 4.6
City of Laguna Hills
City Council / Planning Agency
Staff Report
Date: October 8, 2024
To: Mayor and Council Members
From: Holland Gannon, Community Services Manager
Issue: 2025-2027 Memorial Day Half Marathon, 10K, and 5K Event Management Services Agreement
Recommendation: That the City Council approve and authorize the Mayor to execute an agreement with Spectrum Sports Management, Inc., for event management services for the 2025, 2026, and 2027 City of Laguna Hills Memorial Day Race Events.
Background:
Registration for the City’s annual Memorial Day Half Marathon, 5K, and 10K, which honors the United States Marine Corps Dark Horse Battalion, has historically begun each year in the fall. The next Memorial Day race event will occur on May 26, 2025, and another agreement for event management services needs to be secured. The agreement with Spectrum Sports Management, Inc. (Spectrum) for event management services for the last three Memorial Day race events has expired.
Pursuant to Section 3-08.110(L)(11) of the Procurement Code of the LHMC, the City’s standard procurement policies, as set forth in Sections 3-08.070, 3-08.080, 3-08.090 and 3-08.150 of the LHMC, need not be followed, may be dispensed with, and are not applicable, irrespective of estimated value, to contracts for community support and/or recreation services. Nevertheless, Staff’s intention was to elicit proposals from several event management vendors through an informal process, per Section 3-08.080 of the LHMC. Staff solicited informal proposals from three event management firms and received only one from Spectrum.
Spectrum has a long history of managing successful events throughout Southern California, including the Laguna Hills Memorial Day Race Events since 2022. Other
Item No. 4.6
events managed by Spectrum include the Disneyland Half Marathon, Susan G. Komen Orange County Walk, and the Surf City Run in Huntington Beach. Based on their experience with managing the City of Laguna Hills events, Staff is recommending that a three-year event management agreement, attached, be entered into with Spectrum for the May 26, 2025, May 25, 2026, and May 31, 2027 Memorial Day race events.
Fiscal Impact:
Spectrum’s base fee for event management services is $47,000 for each event. The City’s total cost for Spectrum’s base fee for event management services over the threeyear agreement term is $141,000. In addition, Spectrum is entitled to a commission fee equal to twenty-percent (20%) of the gross sponsorship value for all sales delivered through Spectrum’s sponsorship efforts. The commission fee in 2024 amounted to $2,350. Furthermore, Spectrum provides timing services for the race. The timing fees are as follows: $800 per day for a two-day packet pick-up, $2.65 per athlete bib, and timing mat locations at $800. The timing services fee in 2024 amounted to $9,085.
The City’s budget for the race event for this fiscal year (or the May 26, 2025 event) is $205,000 for event expenditures, $170,000 in registration revenue, and $5,000 in race sponsorship revenue.
A budget will need to be established in the next biennial budget for the 2026 and 2027 race events.
Attachments:
1. 2025 - 2027 Memorial Day Race Event Management Services Agreement
1630188.1 1
EVENT MANAGEMENT SERVICES AGREEMENT
By and Between
the City of Laguna Hills and
Spectrum Sports Management, Inc.,
for the
2025-2027 Memorial Day Half Marathon, 10K and 5K Events THIS EVENT MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made, entered into, and effective this ___ day of _____________, 2024, (“Effective Date”) by and between the CITY OF LAGUNA HILLS, a municipal corporation organized and existing under the laws of the State of California (“City”), and SPECTRUM SPORTS MANAGEMENT, INC., a California corporation, with its principal place of business located at 2058 N. Mills Ave. #454, Claremont, California, 91711 (“Spectrum”).
RECITALS
A. City requires the services of a qualified sports event management services firm for the management and operation of the City of Laguna Hills Memorial Day Half Marathon, 10K and 5K Events, which will be held on May 26, 2025, May 25, 2026, and May 31, 2027, referred to hereinafter individually as an “Event” and collectively as the “Events”.
B. Based on its experience, education, training, and reputation, Spectrum is qualified to provide the necessary sports event management services to City for the Events and desires to provide such sports event management services.
C. City desires to retain Spectrum to provide the necessary sports event management services to the City for the Events.
NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Spectrum and Spectrum agrees to provide services to the City as follows:
AGREEMENT
1. SPECTRUM SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Spectrum shall provide sports event management services to City for the Events as set forth and described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (hereinafter, the “services” or “work”). Spectrum represents and warrants that all services and work provided for the Events under this Agreement by Spectrum shall be performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the sports event planning and event management industry. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern.
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1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Spectrum in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder.
1.3 Licenses and Permits. Except as otherwise specified in the Scope of Services, Spectrum shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Spectrum warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement.
2. TIME FOR COMPLETION
The time for completion of the services to be performed by Spectrum is an essential condition of this Agreement. Spectrum shall prosecute regularly and diligently the work of this Agreement according to the agreed upon Schedule of Performance set forth in Exhibit “A”.
Spectrum shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Spectrum. Delays shall not entitle Spectrum to any additional compensation regardless of the party responsible for the delay.
3. COMPENSATION OF SPECTRUM
3.1 Compensation of Spectrum. For the event management services rendered pursuant to this Agreement, Spectrum shall be compensated as follows:
A. Base Fee. Spectrum shall receive an event management base fee not to exceed forty seven thousand dollars ($47,000.00) (“Base Fee”) for each Event, which shall be paid by City to Spectrum according to the Schedule of Payments set forth in Exhibit “B”.
B. Commission. Spectrum may be entitled to receive commission (“Commission”) from City not to exceed twenty percent (20%) of cash donation/sponsorship contributions made by Event sponsors that are solely and exclusively generated by Spectrum (“Sponsorship Contributions”). An Event donor/sponsor will be considered to be solely and exclusively generated by Spectrum only if the sponsor is recruited, confirmed, and serviced by Spectrum and Spectrum submits to City a completed sponsorship form for that sponsor prior to the Event. Spectrum shall not be entitled to any Commission for any donations or sponsorship contributions made by Saddleback Memorial Medical Center.
1. Commission Invoice. Following each Event, Spectrum shall submit to the City an itemized invoice in a form approved by the City’s Finance Director for Commission owed to Spectrum under this Agreement.
2. Commission Payment. All requests for reimbursement must be submitted to City no later than June 30 following each Event. Payment of the Commission owed to Spectrum by City shall be made within thirty (30) days of the latter of: (a) City receipt of Spectrum’s invoice, or (b) City receipt of all Sponsorship Contributions.
1630188.1 3
C. Cancellation. The City reserves the right, at its sole discretion and for any reason whatsoever, to cancel any Event prior to and including the date of the Event. Should any Event be cancelled by the City more than thirty (30) days prior to the date of the Event, Spectrum shall return fifty percent (50%) of the amount received for the Base Fee within thirty (30) days of said cancellation or termination minus any Budgeted Expenses as defined below. Should an Event be cancelled by the City less than thirty (30) days prior to the date of the Event, Spectrum shall be paid the entire Base Fee.
D. Event Expenses. Spectrum shall be authorized to incur expenses (“Budgeted Expenses”) on behalf of the City that are budgeted for in the Event Budget, attached hereto as Exhibit “C” (the “Event Budget”), except that Budgeted Expenses that exceed the budgeted amount provided for in the Event Budget by more than three hundred dollars ($300.00) shall be approved in writing and in advance by the Contract Officer. All invoices for Budgeted Expenses shall be submitted by Spectrum to the Contract Officer upon receipt. In the event it is necessary for Spectrum to pay for Budgeted Expenses, Spectrum shall submit an invoice to the City following payment of the Budgeted Expenses, and the City shall reimburse Spectrum within thirty (30) days of City receipt of the invoice. All invoices or requests for reimbursement must be submitted to City no later than June 30 of each year following the Event; the City will not pay any invoices submitted by Spectrum to City for Budgeted Expenses after this deadline. Spectrum shall provide the Contract Officer with a written monthly expense report detailing the expenses incurred for the Event.
E. Entire Compensation. The compensation provided for in this Section 3.1 shall constitute Spectrum’s entire compensation for all event management services rendered by Spectrum pursuant to this Agreement.
3.2 Participant Registration. Participant registration for the Events, including the collection of all race entry fees (“Race Entry Fees”) shall take place both before and during the Events. Participant registration prior to the Events is to be conducted by Spectrum under subcontract with Run Sign Up, and Spectrum Timing Services, (the “Registration Companies”).
The City must approve in advance in writing any requested changes to the Registration Companies.
Spectrum shall be responsible for ensuring that the Registration Companies provide City with direct payments of all Race Entry Fees collected once per month. At no time shall Spectrum be in possession of, or make any deposit of, any Race Entry Fees. Participant registration during the Events, including the collection of Race Entry Fees, shall be conducted exclusively by authorized City staff.
3.3 Method of Payment. In any month in which Spectrum wishes to receive payment, Spectrum shall no later than the first working day of such month submit to City in the form approved by City’s Finance Director, an invoice for services rendered prior to the date of the invoice. Payments shall be based on payment schedule set forth in Exhibit “B” attached hereto for the Base Fees. City shall pay Spectrum for all expenses stated thereon, which are approved by City consistent with this Agreement, within thirty (30) days of receipt of Spectrum’s invoice.
3.4 Changes. In the event any change or changes in the Scope of Services is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. An
1630188.1 4
amendment may be entered into to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Spectrum’s profession. The City Manager shall be authorized to execute such amendment(s).
3.5 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the City Council of City for the fiscal year covered by the Agreement.
If such appropriations are not made, this Agreement shall automatically terminate without penalty to City.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon Schedule of Performance set forth in Exhibit “A”. The extension of any time period must be approved in writing by the Contract Officer.
4.3 Force Majeure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Spectrum, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather, or any State or County Health order related to the COVID-19 pandemic restricting the ability to conduct the Event or the public’s ability to participate in the Event, if Spectrum shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer’s judgment such delay is justified, and the Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 8.5 of this Agreement, this Agreement shall continue in full force and effect commencing on the Effective Date and ending on July 30, 2027, unless extended by mutual written agreement of the parties.
5. COORDINATION OF WORK
5.1 Representative of Spectrum. The following principal of Spectrum is hereby designated as being the principal and representative of Spectrum authorized to act on its behalf with respect to the services and work specified herein and make all decisions in connection therewith: Mike D. Bone, President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Spectrum and devoting sufficient time to personally supervise the event management services hereunder. The foregoing principal may not be changed by Spectrum without prior written approval of the Contract Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. It shall be the Spectrum’s responsibility to keep the Contract Officer fully informed of
1630188.1 5
the progress of the performance of the services and work and Spectrum shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Spectrum, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Spectrum shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of the Contract Officer. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of the City Manager.
5.4 Independent Contractor
A. The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Spectrum a City employee. During the performance of this Agreement, Spectrum and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the services and work under this Agreement on behalf of Spectrum shall at all times be under Spectrum's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Spectrum or any of its officers, employees, or agents, except as set forth in this Agreement. Spectrum, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Spectrum's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Spectrum shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Spectrum in its business or otherwise a joint venturer or a member of any joint enterprise with Spectrum.
B. Spectrum shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner.
C. No City benefits shall be available to Spectrum, its officers, employees, or agents in connection with any performance under this Agreement. Except for fees paid to Spectrum as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Spectrum for the performance of services and work performed by Spectrum under this Agreement. City shall not be liable for compensation or indemnification to Spectrum, its officers, employees, or agents, for injury or sickness arising out of performing services and work hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 3, of any nature relating to salary, taxes, or benefits of Spectrum's officers, employees, servants, representatives, subcontractors, or agents, Spectrum shall defend, indemnify, and hold harmless the City from and against all such financial obligations.
1630188.1 6
5.5 Personnel. Spectrum agrees to assign the following individuals to perform the services set forth herein. Spectrum shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Spectrum by providing written notice to Spectrum.
Name: Title:
Mike D. Bone President
In addition, Spectrum shall provide an event director, venue director, course director, a volunteer manager, and a start and finish line manager. The individuals to fulfill these positions shall be determined at least three (3) weeks before the Events and are subject to the approval of the City.
6. INSURANCE AND INDEMNIFICATION
6.1 Compliance with Insurance Requirements. Spectrum shall obtain, maintain, and keep in full force and effect during the term of this Agreement, at its sole cost and expense, and in a form and content satisfactory to City, all insurance required under this section. Spectrum shall not commence any work or services under this Agreement unless and until it has provided evidence satisfactory to City that it has secured all insurance required under this section. In addition, Spectrum shall not allow any subconsultant or subcontractor to commence any work or services until it has provided evidence satisfactory to City that the subconsultant or subcontractor has secured all insurance required under this section. If Spectrum’s existing insurance policies do not meet the insurance requirements set forth herein, Spectrum agrees to amend, supplement or endorse the policies to do so.
In addition, Spectrum shall be responsible for obtaining an official sanction for the Events from USA Track and Field (“USATF”), and shall ensure that the City and Spectrum are named insureds under USATF’s general liability insurance (“USATF Insurance”) for purposes of the Events. At least thirty (30) days before the Events, certificates of insurance and endorsements evidencing coverage under the USATF Insurance and designating the City, its elected officials, officers, employees, agents, and volunteers, and Spectrum as named insureds shall be delivered to City. At least thirty (30) days before the Events, a fully executed “USATF Approved Sanction Form”, evidencing official USATF sanctioning for the Events and USATF Insurance coverage for the Events, shall be delivered to City.
6.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement, and without limiting the indemnity provisions set forth in this Agreement, Spectrum shall obtain and maintain in full force and effect during the term of this Agreement, including any extension thereof, the following policies of insurance:
A. Commercial General Liability Insurance. Spectrum shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Commercial General Liability Insurance written on an occurrence basis with limits of at least one million dollars ($1,000,000.00) per occurrence, two million dollars ($2,000,000.00) in the general aggregate, and
1630188.1 7
one million dollars ($1,000,000.00) for products and completed operations. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.
B. Automobile Liability Insurance. Spectrum shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Automobile Liability Insurance written on a per occurrence basis with limits of at least one million dollars ($1,000,000.00) combined limit for each occurrence covering bodily injury and property damage. The policy shall specifically include coverage for owned, non-owned, leased, and hired automobiles.
C. Workers’ Compensation Insurance. Spectrum shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Workers’ Compensation Insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Spectrum agrees to waive and obtain endorsements from its workers’ compensation insurer waiving all subrogation rights under its workers’ compensation insurance policy against the City, its officials, officers, employees, agents and volunteers, and to require each of its subconsultants and subcontractors, if any, to do likewise under their workers’ compensation insurance policies. Spectrum shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Employer’s Liability Insurance written on a per occurrence basis with limits of at least one million dollars ($1,000,000.00) per accident for bodily injury or disease.
D. USATF Insurance with limits of at least three million dollars ($3,000,000.00) per occurrence.
6.3 Acceptability of Insurers. Insurance required by this section shall be issued by a licensed company authorized to transact business in the state by the Department of Insurance for the State of California with a current rating of A-:VII or better (if an admitted carrier), or a current rating of A:X or better (if offered by a non-admitted insurer listed on the State of California List of Approved Surplus Lines Insurers (LASLI), by the latest edition of A.M. Best’s Key Rating Guide, except that the City will accept workers’ compensation insurance from the State Compensation Fund. In the event the City determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Spectrum agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City. Spectrum shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein.
6.4 Insurance Endorsements. 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 written approval. Required insurance policies shall contain the following provisions, or Spectrum shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
A. The policy or policies of insurance required by this section for Commercial General Liability and Automobile Liability Insurance shall be endorsed to provide the following:
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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; and
2. Additional Insured Endorsements: Additional insured endorsements shall not (1) be restricted to “ongoing operations”, (2) exclude “contractual liability”, (3) restrict coverage to “sole” liability of Spectrum, or (4) contain any other exclusions contrary to the Agreement; and, the coverage shall contain no special limitations on the scope of protection afforded to additional insureds.
3. Notice: The policy or policies of insurance required by this section for Commercial General Liability and Automobile Liability Insurance shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or modified, or reduced in coverage or in limits, except after thirty (30) days prior written notice by First Class U.S. Mail, postage-prepaid, has been provided to the City. Notwithstanding the foregoing, if coverage is to be suspended, voided, or cancelled because of Spectrum’s failure to pay the insurance premium, the notice provided to City shall be by ten (10) days prior written notice.
B. For all policies of Commercial General Liability Insurance, Spectrum shall provide endorsements for ongoing operations and completed operations to effectuate this requirement.
6.5 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City in advance 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.
6.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability Insurance 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.
6.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability Insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents and volunteers, or shall specifically allow Spectrum or others providing insurance evidence in compliance with the requirements set forth in this section to waive their right to recovery prior to a loss. Spectrum hereby agrees to waive its own right of recovery against the City, its officials, officers, employees, agents and volunteers, and Spectrum hereby agrees to require similar written express waivers and insurance clauses from each of its subconsultants or subcontractors.
6.8 Evidence of Coverage. Concurrently with the execution of the Agreement, Spectrum shall deliver certificates of insurance together with original endorsements affecting each of the insurance policies required by this section. Required insurance policies shall not be in
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compliance if they include any limiting provision or endorsement that has not been submitted to the City for written approval. The certificates of insurance and original 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, Spectrum 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. Spectrum shall promptly furnish, at City’s request, copies of actual policies including all declaration pages, endorsements, exclusions and any other policy documents City requires to verify coverage.
6.9 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 requirements, or a waiver of any coverage normally provided by any insurance. Nothing in this section shall be construed as limiting in any way the indemnification provision contained in this Agreement, or the extent to which Spectrum may be held responsible for payments of damages to persons or property.
6.10 Enforcement of Agreement (Non-Estoppel). Spectrum acknowledges and agrees that actual or alleged failure on the part of the City to inform Spectrum of any non-compliance with any of the insurance requirements set forth in this section imposes no additional obligation on the City nor does it waive any rights hereunder.
6.11 Insurance for Subconsultants. Spectrum shall include all subconsultants or subcontractors engaged in any work or services for Spectrum relating to this Agreement as additional insureds under the Spectrum’s insurance policies, or Spectrum shall be responsible for causing its subconsultants or subcontractors to procure and maintain the appropriate insurance in compliance with the terms of the insurance requirements set forth in this section, including adding the City, its officials, officers, employees, agents and volunteers, as additional insureds to their respective policies. All policies of Commercial General Liability Insurance provided by Spectrum’s subconsultants or subcontractors performing any work or services related to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers, as additional insureds. Spectrum shall not allow any subconsultant or subcontractor to commence any work or services relating to this Agreement unless and until it has received satisfactory evidence of their compliance with all insurance requirements under this Agreement, to the extent applicable. Spectrum agrees to provide satisfactory evidence of compliance with this subsection upon request of the City.
6.12 Other Insurance Requirements. The following terms and conditions shall apply to the insurance policies required of Spectrum pursuant to this Agreement:
A. Spectrum shall provide immediate written notice to City if (1) any of the insurance policies required herein are terminated, cancelled or suspended, (2) the limits of any of
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the insurance coverages required herein are reduced, or (3) the deductible or self-insured retention is increased.
B. All insurance coverage and limits provided by Spectrum and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.
C. None of the insurance coverages required herein will be in compliance with the requirements of this section if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City and approved in writing.
D. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Spectrum’s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.
E. Spectrum agrees to ensure that subconsultants and subcontractors, if any, and any other parties involved with the Project who are brought onto or involved in the Project by Spectrum, provide the same minimum insurance coverage required of Spectrum. Spectrum agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Spectrum agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review.
F. Spectrum agrees to provide immediate written notice to City of any claim, demand or loss against Spectrum arising out of the work or services performed under this Agreement and for any other claim, demand or loss which may reduce the insurance available to pay claims, demands or losses arising out of this Agreement.
6.2 Indemnification. To the fullest extent permitted by law, Spectrum shall defend (at Spectrum’s sole cost and expense with legal counsel reasonably acceptable to City), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Spectrum’s employees included), for damage to property, including property owned by City, or from any violation of any federal, state, or local law or ordinance, which Claims arise out of, pertain to, or are related to Spectrum’s performance under this Agreement, but excluding such Claims arising from the sole negligence or willful misconduct of the City, its elected or appointed officers and officials, employees, agents, and volunteers. Under no circumstances shall the insurance
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requirements and limits set forth in this Agreement be construed to limit Spectrum’s indemnification obligation or other liability hereunder.
7. RECORDS AND REPORTS
7.1 Reports. Spectrum shall provide a monthly report to the Contract Officer concerning the performance of the services and work required by this Agreement as the Contract Officer shall require.
7.2 Records. Spectrum shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Spectrum in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Spectrum shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Spectrum may retain copies of such documents for its own use. Spectrum shall have an unrestricted right to use the concepts embodied therein.
7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Spectrum in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.5 Cost Records. Spectrum shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Spectrum covenants and agrees to submit to the personal jurisdiction of such court in the Events of such action.
8.2 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Spectrum. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
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8.3 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
8.4 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
8.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon ten (10) days written notice to Spectrum, except that where termination is due to the fault of Spectrum and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Spectrum shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer.
Spectrum shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter.
8.6 Attorneys' Fees. In the Events of any dispute between the parties with respect to this Agreement, results in litigation or any non-judicial proceeding, the prevailing party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing party all reasonable costs and expenses, including but not limited to reasonable attorney fees, expert Spectrum fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.
9. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION
9.1 Non-Liability of City Officers and Employees. No officer, director, official, or employee of City shall be personally liable to the Spectrum, or any successor-in-interest, in the Events of any default or breach by City or for any amount which may become due to the Spectrum or its successor, or for breach of any obligation of the terms of this Agreement.
9.2 Covenant Against Discrimination. Spectrum covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS
10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing.
Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
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To City: City of Laguna Hills
Attention: City Manager
24035 El Toro Road
Laguna Hills, California 92653
To Spectrum: Spectrum Sports Management, Inc.
Attention: Mike D. Bone, President
2058 N. Mills Ave. #454
Claremont, California, 91711
10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement.
10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.
10.4 Severability. In the Events that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder.
10.5 Authority. The persons executing this Agreement on behalf of the parties hereto represent and warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below.
“CITY”
City of Laguna Hills
By:__________________________
Dave Wheeler,
Mayor
APPROVED AS TO FORM: ATTEST
By: ___________________________ By: _______________________________ Gregory E. Simonian, Jennifer Lee,
City Attorney Deputy City Manager/City Clerk
“SPECTRUM”
Spectrum Sports Management, Inc., a California
corporation
Date: __________________________ By : ______________________________ Mike D. Bone, President
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EXHIBIT A
SCOPE OF SERVICES / WORK
SCHEDULE OF PERFORMANCE
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Pre-Event Planning:
The following Production Package outlines services that will be implemented and utilized for the City of Laguna Hills Memorial Day Half Marathon:
A. Create an event operational budget and manage it for revenue and expenses with the city's approval. Provide regular, real-time check-ins on the budget for both revenue and expenses.
B. City liaison with all necessary departments: including but not limited to Police, Fire, and City Officials. Spectrum Sports President or Vice President will be available for necessary City Council Meetings, or Councilpersons individually, to answer questions about the event and/or to mitigate challenges that may present themselves during the term of this agreement.
C. Host an All-City meeting with neighboring cities, municipalities, and HOAs to ensure everyone is in sync for event day.
D. File the permits with local and city offices, County of Orange, OCFA, OC Transit
E. Create and Set up Online Registration and registration Management through partners at Run Sign Up.. Set up registration, pricing, price increase links and manage discount codes and comps for local running clubs; Team Darkhorse and other partners.
F. Create and manage timelines for event and any ancillary activities: Post Race Festival, Expo/Clinics, etc. These timelines and production schedules will at minimum outline a signage plan, volunteer positions and needs, event equipment, sanitation and vendors.
G. Implement our Event Management tool, Click Up, to provide City Staff with full insight of deadlines, upcoming decisions, budget decisions and overall management as we build towards the event.
H. Marketing planning, budgeting, and activation within the approved event budget and focusing on the running community.
I. Marketing assistance to the running community through Spectrum Sports’ social media outlets.
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J. Start and Finish Line management and set-up / tear down. This will include trusses, banners, and a patriotic atmosphere to enhance the day's overall meaningfulness.
K. Course/ Route management, design, and implementation with all city departments, including approved traffic control plans and liaison with traffic control company.
L. Create flexible course changes and meet with City of Laguna Hills Traffic Engineer staff to ensure that the most up-to-date procedures are being used for the safety of the runners and the residents with minimum impact on the residents' traffic flow.
M. Water Station Planning, Equipment, and Setup
N. Schedule day entertainment, including race announcers for the start and finish, as well as sound at both locations
O. Volunteer planning, recruitment, and event day management and training of volunteers
P. Spectrum Sports will be responsible for the hiring and management of Vendors (not limited to):
a. Temporary restrooms
b. Tables, chairs, tents
c. Security
d. Sanitation plans and trash removal
e. Power needs that may be above and beyond what the facility offers
f. Sound throughout the venue
g. Fencing, staging, vehicles
h. Water, cups, and refreshments during and post-run
Q. Coordinate professional event photography. Photographs will be made available to participants for purchase.
R. Event Equipment - Spectrum Sports Management owns a supply of race equipment that can be utilized including, but not limited to: cones, start/finish trusses, course marking materials, registration tents, and generators.
Event Day Operations:
A. All Race Day logistics, including course traffic plans, equipment management and necessary staffing to ensure a safe and efficient event B. Retain and manage parking at the race start and shuttle services for runners from the Community Center back to the start line. Professional
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staff will be positioned at both ends to ensure a smooth parking and return operation.
C. Venue build out, receive all supplies, vendors, and necessary items, and ensure proper placement.
D. Arrange security of the Event Venue for the safety of the participants and the beer garden
E. Set up course with signage marking course for runner direction and placement of course marshals
F. Establish, build and dress start/finish line and aesthetic G. Set up sufficient water stations and oversee the management H. Volunteer Management, recruitment and placement
I. Coordinate Race Day Expo Exhibitors
J. Provide a professional and experienced event staff, including:
a. Event Director
b. Venue Director
c. Course Director
d. Volunteer Manager
e. Start & Finish Line Manager
f. Sponsor load-in and signage fulfillment
g. Additional support crew based on the number of participants Marketing and Promotional Services:
A. Spectrum Sports will create an advertising and marketing plan to present to the City for approval. The plan will include all available elements and budgets for e-newsletters, digital advertising (Facebook and Google AdWords), and relevant outlets based on our experience and successes from the past three years. Spectrum Sports also provides current, professional demographics for the running industry throughout Southern California and will use this expertise to drive new participants.
B. Consult on website development and oversee this update and implementation, including new maps, new videos, and new information C. Fully implement the Run Sign Up CRM marketing tools utilizing your event’s history and previous databases we have already built into RSU to ensure maximum return and entries.
D. Outreach to area running clubs to create incentives for their participation E. Network with additional Spectrum Sports races and databases with copromotion
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F. Spectrum will provide dedicated emails to promote the Memorial Day Half Marathon events, regularly scheduled Facebook posts on Spectrum Sports and Run Catalina and placement on the Spectrum Sports Events website.
Sponsors and Expo Management:
A. Create a sponsorship deck and expo flyer, respectively B. Work on building a relationship with the Chamber of Commerce to invite/attract local businesses to participate in the expo.
C. Send this information to Spectrum’s in-house clients and contacts D. Distribute expo fliers to running community and local companies E. Identify and solicit vendors who can “enhance” the event experience and expo through healthy living, activities, gyms, etc.
F. Communicate set-up information to all sponsors and expo vendors Post Event:
A. With the input of the Spectrum staff, a complete after-action report covering all aspects of the event planning and weekend will be created.
Upon request, this report will be presented to City staff and other applicable agencies.
B. All invoices collected, approved for accuracy, and sent to the city for processing before the close of the fiscal year on June 30th.
C. Spectrum Sports will be on-site until all event pieces are loaded out and have left the venue, ensuring the grounds are in good order.
Timing Services Provided
• Preparation of all bibs with ‘B’ Tags and participant label • Set up, maintain, and provide customer service for online registration. This includes custom branding and the entire registration page/process buildout. • Manage pre-race and race day packet pick-up and onsite registration (STS staff member to oversee volunteers)
• Setup onsite registration and results using a QR system for timeliness and efficiency for the customer
• Setup timing systems for both a start and finish line • Include a “cheater mat” on the half-marathon course to ensure accurate results
• Setup Announcer system and laptop at the finish line
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• Provide preliminary results printed on-site and via QR codes to look up on personal devices
• Provide printout for the awards ceremony
• Have results posted to the website by 2:00 PM the same day • Finish Line Clock and tripod stand
• Pre-event Runner Email
• Same Day Post-Event Results Email
SCHEDULE OF PERFORMANCE
Month Tasks
October Sign agreement
Decide upon registration platform
Decide upon races, fees, price increases
Decide upon bike ride/brick
November Go live with registration
Develop marketing and outreach schedule
Set up marketing tracking tools
Run a special for early birds
Create New Years Promotion
Establish advertising schedule
December Create/edit new expo flyer & sponsorship deck
Create graphics for theme
Design Finish Medals to use in advertising
Design t-shirts to use in advertising
Reach out to previous sponsors (City provide lists)
Update all race calendars
January Turn in all permits
Check on any course tweaks, changes
Start designing layout of start & finish - CADS
Design expo area
Sign agreement with Spectrum Timing
Start running advertising
February Notify neighbor cities
Notify race start venue
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Update volunteer needs and begin outreach
Establish goodie bag or not
Secure medical
Outreach to area running clubs
March Recruit cycling team
Secure ambulance
Update all Traffic Control Plans
Order Traffic equipment/vendor
Retain tent/table vendor
Order all medals and shirts per pacing of registration
Solicit sanitation and porto bid
April Secure all vendors with input of City
Create Shuttle plan
Create final medical plan
Finalize CAD maps for operations
Retain HAMM team
Rent radios
May Complete Ops Plan
Complete Ops Timeline
Traffic notifications out
Complete truck plan
Produce Event
June After Action Plan - ALL
Compile all reimbursements to City
Review all vendor invoices and approve for city payment
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EXHIBIT B
SCHEDULE OF PAYMENTS
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EXHIBIT B
2025-2027 Schedule of Payments
Except as otherwise provided in this Agreement, Spectrum shall be entitled to receive payments according to the following payment schedule:
Base Fee: Annual fee of $47,000.00 for management of each Event. Payments to be structured as:
December 1st prior to event = $7,000
February 1st of event year = $10,000
April 1st of event year = $10,000
May 1st of event year = $10,000
Within 30 days of conclusion of event = $10,000
Timing Fee: $800 per day for a two-day packet pick-up, $2.65 per athlete bib, and timing mat locations at $800.
Sponsorship/Expo Sales: a fee equal to twenty-percent (20%) of the gross sponsorship value for all sales delivered through Spectrum Sports’ efforts.
Expenses: All expenses incurred with the pre-approval of the City shall be invoiced within thirty-days of the event.
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EXHIBIT C
2025-2027 EVENT BUDGET
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Event
Budget for 2022-2024 Half Marathon, 10K & 5k
Event Budget Expenses Estimate for 2025-
2027 Half Marathon, 10K & 5K
Estimated
Total Expenses $205,000.00
Estimated Estimated
Permits Race Expenses
Laguna Hills High
School $125.00 Food/Water/Cups $1,000.00
Laguna Woods $350.00 Course Cert. $1,000.00
Health Dept. $1,000.00 Medals $8,500.00
ABC Permit $100.00 Busses $5,100.00
Aliso Viejo $300.00 T-Shirts/Hats $19,000.00
OC Permits $1,200.00 Walkie Talkies $600.00
OCFA $500.00 Bibs $1,600.00
Totals $3,575.00 Totals $36,800.00
Advertising Services
Race Grader $1,000.00 Photo/Drone Video $2,000.00
RacePlace $850.00 Electrical & sound $5,600.00
Facebook $3,000.00 Portable Restrooms/Fencing $8,600.00 Booth Space/Bags $600.00 Announcer $1,500.00
Media Strike $500.00 American Barr./Traffic Plan $20,000.00 CA Half Series $400.00 Spectrum Sports
Management $47,000.00
Timing Services $10,000.00 Totals $84,700.00
Totals $16,350.00
Expo
Graphics Bounce Houses $1,000.00
Website $1,250.00 Rentals $11,000.00
RaceBanners/Signs $3,500.00 Totals $12,000.00
Domain Fees $60.00
Web Hosting $290.00 City is responsible for payment of all expenses outlined in this
Web Design $2,000.00 budget unless noted otherwise.
Totals $7,100.00
Miscellaneous
Insurance $2,000.00
Runner's Gear Bags $500.00
Trucks/Gas $1,200.00
Ambulance $1,200.00
Kids Zone-L. Murray $1,200.00
Pacers $600.00
Volunteer Food $1,500.00
Security $2,275.00
Comm./sponsors 20% $3,000.00
OCSD Police Services $31,000.00
Totals $44,475.00
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Income
Estimated Actual
Total income $175,000.00 $0.00
Admissions Estimated Actual
1/2 marathon $75,000.00
10K $43,000.00
5K $49,200.00
Kids Run+Diaper Dash $2,000.00
Diaper Dash $800.00
$170,000.00 $0.00
Sponsors Estimated
Total $5,000.00 $0.00
Item No. 4.7
City of Laguna Hills
City Council / Planning Agency
Staff Report
Date: October 8, 2024
To: Mayor and Council Members
From: Jay Wuu, Senior Planner
Issue: Approval of Four Professional Services Agreements to: 1) Ascent Environmental, Inc.; 2) De Novo Planning Group; 3) Dudek; and 4) LSA Associates, Inc., for On-Call Environmental Review Consulting Services Recommendation: That the City Council approve four Professional Services Agreements with the following consulting firms: 1) Ascent Environmental, Inc.; 2) De Novo Planning Group; 3) Dudek; and 4) LSA Associates, Inc., for On-Call Environmental Review Consulting Services, in the total not to exceed contract amount of $500,000 each for a term of five (5) years, respectively, and authorize the City Manager to execute each of the four proposed Professional Services Agreements.
Background:
To fulfill the City’s mission, goals and objectives, the City utilizes consultants on an oncall, as-needed basis for a variety of professional consulting services to assist City staff.
The Community Development Department has identified the need for qualified environmental consultants to assist with a variety of services, including preliminary review of projects for California Environmental Quality Act (CEQA) purposes, preparing CEQA documents, providing peer review of CEQA documents, among a variety of other tasks. Toward this end, the City has determined that there is a need to retain the professional services of qualified land use and environmental planning firms to provide environmental review consulting services for the purpose of ensuring that the City complies with all aspects of the California Environmental Quality Act (“CEQA”), as well to provide the City with other as-needed land use, environmental planning, and CEQA review, compliance, and planning and support services that may be required on an asneeded, on-call basis.
Item No. 4.7
Pursuant to Laguna Hills Municipal Code Section 3-08.150, a formal competitive Request for Proposals (RFP) process was issued for On-Call CEQA Consulting Services on May 30, 2024. The City received sixteen (16) proposals from qualified firms by the due date of July 11, 2024. As part of the formal competitive selection process, an internal committee was assembled to evaluate the proposals. After independent evaluations were completed, the best qualified candidate firms were determined to be: Ascent Environmental, Inc.; De Novo Planning Group; Dudek; and LSA Associates, Inc., based upon their demonstrated competence and professional qualifications. Each of the selected firms have local Orange County offices, have specialized expertise in providing CEQA consulting services for municipal clients, have excellent qualified staffing, experience, and references, and have the demonstrated ability to meet the City’s consulting needs.
The proposed professional services agreements provide that there is no guarantee of work being issued to any one firm, the work will be issued by Task Order only, there is a total maximum contract amount of $500,000 each, the term of the agreements are each limited to five (5) years, and the agreements are non-exclusive. The proposed agreements will be effective October 9, 2024. A majority of the costs associated with consultant services utilized under the proposed agreements is anticipated to be reimbursable through applicant deposit accounts established for discretionary applications processed through the Community Development Department.
Therefore, City staff recommends that the City Council approve the proposed Professional Services Agreements with each of the four firms recommended, which are attached hereto, and authorize the City Manager to execute each of the proposed Professional Services Agreements. The Proposals submitted to the City by each of the four firms selected are attached as Exhibit “A” to each Agreement.
Fiscal Impact:
None.
Attachments:
1. Attachment 1 - Professional Services Agreement with Ascent Environmental, Inc
2. Attachment 2 - Professional Services Agreement with De Novo Planning Group
3. Attachment 3 - Professional Services Agreement with Dudek
4. Attachment 4 - Professional Services Agreement with LSA Associates, Inc.
SECTION H // COMPENSATION/PAYMENT SCHEDULE
CITY OF LAGUNA HILLS // ON-CALL CEQA CONSULTING SERVICES PAGE 1
H/ COMPENSATION/PAYMENT
SCHEDULE
(REVISED: AUGUST 22, 2024)
The following rate schedule represents Ascent’s fully burdened 2024 rates.
Labor Classification Billing Rate
Principal, Director $225 to $380
Senior Environmental Manager, Senior Planner/Scientist/Biologist $175 to $260 Environmental Manager, Project Planner/Scientist/Biologist $145 to $215 Staff Planner, Environmental Planner, Staff Scientist/Staff Biologist $105 to $185 Graphics/GIS $115 to $160
Document Production/Word Processor/Administrative Assistant $95 to $150 Project Assistant $75 to $135
Direct Costs Rates
Reproduction: 8½” by 11” $0.07/page (black and white);
$0.26/page (color)
Reproduction: 11” by 17” $0.14/page B&W; $0.52/page
color
Reproduction: Plotter $5/square foot
Reproduction: CDs $10/disc
Automobile Mileage (IRS rate in effect) $0.67
Noise Meter
$100/half day, $150/day,
$200/day plus overnight,
$500/week
GPS Unit
$100/half day, $150/day,
$200/day plus overnight,
$500/week
Bat Detector (Echo Meter Touch for iOS) $50/full day, $200/week Bat Detector (Song Meter SM4Bat FS) $125/full day, $500/week Spotting Scope $50/day, $200/week
Lodging and/or Per Diem Government rates or as
negotiated
Other Direct Costs As incurred
Subcontractors As incurred*
*A project-support management cost of 10 percent will be applied to subcontractor costs.
SECTION H // COMPENSATION/PAYMENT SCHEDULE
CITY OF LAGUNA HILLS // ON-CALL CEQA CONSULTING SERVICES PAGE 2
OPTIONAL CPI ADJUSTMENT
The fees, rates, and/or unit prices shall remain fixed and unchanged for the first two years of the term of this Agreement (i.e., from August 28, 2024 through August 27, 2026). Thereafter, Ascent may submit a request to adjust its fees, rates, and/or unit prices once per year during the remainder of the term of the Agreement.
Approval of any request to adjust Consultant's fees, rates, and/or unit prices as set forth herein shall be made at the sole discretion of the City Manager, in writing, and is subject to the City’s approved budget. Such fee, rate, and/or unit pricing adjustment(s), if any, shall not exceed the value of the change in the Consumer Price Index for the Los Angeles/Orange County area for the preceding one year as published for the month of April of any given year. In no event shall any adjustment of any fee, rate, and/or unit pricing as authorized by this section exceed five percent (5%) per year regardless of CPI or any other cost factors.
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1 PROFESSIONAL SERVICES AGREEMENT
De Novo Planning Group
On-Call Environmental Review Consulting Services
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter “Agreement”) is made and entered into, to be effective the 9th day of October 2024, by and between the CITY OF LAGUNA HILLS, a municipal corporation organized and existing under the laws of the State of California, (hereinafter referred to as “City”) and DE NOVO PLANNING GROUP, INC., a California corporation (hereinafter referred to as “Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and are hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has determined that there is a need to retain the professional services of a qualified land use and environmental planning firm to provide environmental review consulting services for the purpose of ensuring that the City complies with all aspects of the California Environmental Quality Act (“CEQA”), as well to provide the City with other as-needed land use, environmental planning, and CEQA review, compliance, and planning and support services that may be required on an as-needed, on-call basis (the “Project”).
B. In response to City’s Request for Proposals (RFP), dated May 30, 2024, Consultant has submitted to City a proposal, dated July 11, 2024, to provide the City with professional land use planning and environmental review consulting services for the Project pursuant to the terms and conditions of this Agreement.
C. Consultant represents and maintains that it is uniquely qualified by virtue of its experience, training, education, reputation, and technical expertise to provide the professional land use planning and environmental review consulting services to City for the Project and has agreed to provide such services as provided herein. City does not have the personnel, training, certification, or technical expertise necessary to perform the work and services contracted for herein.
D. City desires to retain Consultant to provide such professional land use planning and environmental review consulting services for the Project.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. SERVICES OF CONSULTANT
1.1 Scope of Services and Standard of Performance. In compliance with all terms and conditions of this Agreement, Consultant agrees to provide and perform the professional
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2 land use planning and environmental review consulting services for the Project as set forth in the Proposal/Scope of Work, dated July 11, 2024, which is attached hereto as Exhibit “A” and is incorporated herein by reference (hereinafter referred to as the “Scope of Services,” the “Services” or “Work”). As a material inducement to the City entering into this Agreement, Consultant acknowledges and understands that the Services and Work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant’s Services and Work shall be performed in a skillful and competent manner and shall be held to a standard of quality and workmanship prevalent in the industry for such Services and Work and with the standards recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and warrants that it is skilled in the professional discipline necessary to perform the Services and Work and that it holds the necessary skills and abilities to satisfy the standard of work as set forth in this Agreement.
Consultant represents and warrants that it and all of its employees, subconsultants and subcontractors providing any Work or Services under this Agreement shall have sufficient skill and experience to perform the Services and Work assigned to them. All Services and Work shall be completed to the reasonable satisfaction of the City.
1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; and, (2) the Consultant’s signed, original Proposal/Scope of Work dated July 11, 2024 submitted to the City (“Consultant’s Proposal”), which shall both be referred to collectively hereinafter as the “Contract Documents.” The Consultant’s Proposal/Scope of Work is attached hereto as Exhibit “A” and is hereby incorporated by reference and made a part of this Agreement. All provisions of the Contract Documents shall be binding on the Parties.
Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the terms and conditions of this Agreement; and (2nd) the provisions of the Consultant’s Proposal (Exhibit “A”).
1.3 Compliance with Law. Consultant shall comply at all times during the term of this Agreement with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder, including without limitation all applicable fair labor standards and Cal/OSHA requirements. 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 Work and 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 performing the Work and Services. If Consultant performs any Work or Services in violation of such laws, rules, and regulations, Consultant shall be solely responsible for all penalties and costs arising therefrom. Consultant shall defend, indemnify, and hold City, its elected and appointed 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 such laws, rules, or regulations.
1.4 Licenses, Permits, Fees, and Assessments. Prior to performing any Services or Work hereunder Consultant shall obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Consultant represents and warrants to City that Consultant
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3 shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement and any extension, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and Services under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and Services required by this Agreement, and shall defend, indemnify, and hold the City, its elected and appointed officials, officers, employees, agents and volunteers, free and harmless from and against any claim or liability arising out of any failure or alleged failure to obtain such license, permits, and approvals of whatever nature that are legally required to perform the Work or Services.
1.5 Familiarity with Work. By executing this Agreement, Consultant represents and warrants that it (a) has thoroughly investigated and considered the Scope of Work or Services to be performed, (b) has carefully considered how the Services should be performed and has carefully examined the location or locations at or with respect to where such Services or Work is to be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant represents and maintains that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City.
1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.
1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Consultant's Proposal/Scope of Services (Exhibit “A”) or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating therein any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. It is expressly understood by Consultant that the provisions of this section shall not apply to the Work and Services specifically set forth in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any Work or Service identified in the Scope of Services exceeds any time or material amounts or estimates provided therein.
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4 1.9 Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other contractors, consultants, or vendors for services similar to the services that are the subject of this Agreement. Consultant further acknowledges that City may have its own employees perform services similar to the services that are the subject of this Agreement.
2. COMPENSATION
2.1 Maximum Contract Amount. For the Services and Work rendered pursuant to this Agreement, Consultant shall be compensated by City for the services performed, including authorized reimbursements, in accordance with the professional hourly rates and charges set forth in the Schedule of Compensation/Fees, which is attached hereto as Exhibit “A” and is incorporated herein by reference, but not exceeding the total maximum contract amount of Five Hundred Thousand Dollars ($500,000.00) (hereinafter referred to as the "Maximum Contract Amount"). The method of compensation shall be as set forth in Exhibit “A”. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings deemed reasonably necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated pursuant to Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation/Fees. The maximum amount of City’s payment obligation under this Agreement is the amount specified in this section.
2.2. Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation/Fees (Exhibit “A”), in any month in which Consultant wishes to receive payment, no later than the tenth (10th) working day of such month, Consultant shall submit to the City, in a form approved by the City’s Finance Director, an invoice for services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or a soon thereafter as is reasonably practical.
2.3 Optional CPI Adjustment. The fees, rates, and/or unit prices set forth in Consultant's Proposal (Exhibit “A”) shall remain fixed and unchanged for the first two years of the term of this Agreement (i.e., from October 9, 2024 through October 8, 2026). Thereafter, Consultant may submit a request to adjust its fees, rates, and/or unit prices once per year during the remainder of the term of the Agreement as provided for herein. However, approval of any request to adjust Consultant's fees, rates, and/or unit prices as set forth herein shall be made at the sole discretion of the City Manager, in writing, and is subject to the City’s approved budget.
Such fee, rate, and/or unit pricing adjustment(s), if any, shall not exceed the value of the change in the Consumer Price Index for the Los Angeles/Orange County area for the preceding one year as published for the month of April of any given year. In no event shall any adjustment of any
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5 fee, rate, and/or unit pricing as authorized by this section exceed five percent (5%) per year regardless of CPI or any other cost factors.
2.4 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession.
2.5 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Laguna Hills City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City.
3. SCHEDULE OF PERFORMANCE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance.
3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed, or on each task order, if applicable, and shall perform all Services within the time period(s) established in the Schedule of Performance, which is attached hereto as Exhibit “A” and is incorporated herein by reference.
When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer; however, the City shall not be obligated to grant such an extension.
3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant (financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, pandemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Consultant, within ten (10) days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this section.
Modified Insr PSA 8082024
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6 3.4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the effective date of this Agreement and shall continue in full force and effect for a period of five (5) years, commencing on October 9, 2024 and ending on October 8, 2029, unless extended by mutual written agreement of the Parties.
3.5 Task Orders. Consultant hereby agrees and acknowledges that any and all Services or Work performed pursuant to this Agreement shall be based upon the prior issuance of a written project task order by the City. Furthermore, Consultant hereby agrees and acknowledges that execution of this Agreement by the City does not in any way guarantee that a task order will be issued to Consultant. Moreover, execution of this Agreement by the City shall not entitle Consultant to any form of payment or compensation from the City without City first having issued a project task order.
4. COORDINATION OF WORK
4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and to make all decisions in connection therewith: Amanda Tropiano, Principal. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Work or Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer.
4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City, and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by operation of law, without the prior written consent of City.
Consultant shall not contract with any other entity to perform the Services required without prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons
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7 engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City.
4.4 Independent Contractor.
A. The legal relationship between the Parties is that of an independent contractor, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officials, officers, employees, agents or volunteers shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees or agents, shall not maintain a permanent office or fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant’s officers, employees, representatives or agents or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with the performance of Services under this Agreement as required by law and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant.
B. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner.
C. No City benefits shall be available to Consultant, its officers, employees, or agents, in connection with the performance of any Work or Services under this Agreement.
Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of any Work or Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing any Work or Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant’s officers, employees, representatives, agents, or subconsultants or subcontractors, Consultant shall defend, indemnify,
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8 and hold harmless City from and against all such financial obligations.
4.5 PERS Eligibility & Indemnification.
A. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing any Work or Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employee Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City.
B. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing any Work or Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
5. INSURANCE
5.1 Compliance with Insurance Requirements. Consultant shall obtain, maintain, and keep in full force and effect during the term of this Agreement, at its sole cost and expense, and in a form and content satisfactory to City, all insurance required under this section.
Consultant shall not commence any Work or Services under this Agreement unless and until it has provided evidence satisfactory to City that it has secured all insurance required under this section. If Consultant’s existing insurance policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
5.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement, and without limiting the indemnity provisions set forth in this Agreement, Consultant shall obtain and maintain in full force and effect during the term of this Agreement, including any extension thereof, the following policies of insurance:
A. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Commercial General Liability Insurance written on an occurrence basis with limits of at least one million dollars ($1,000,000.00) per occurrence, two million dollars ($2,000,000.00) in the general aggregate, and one million dollars ($1,000,000.00) for products and completed operations.
Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.
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9 B. Automobile Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Automobile Liability Insurance written on a per occurrence basis with limits of at least one million dollars ($1,000,000.00) combined limit for each occurrence covering bodily injury and property damage. The policy shall specifically include coverage for owned, non-owned, leased, and hired automobiles.
C. Workers’ Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Workers’ Compensation Insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers’ compensation insurer waiving all subrogation rights under its workers’ compensation insurance policy against the City, its officials, officers, employees, agents and volunteers, and to require each of its subconsultants and subcontractors, if any, to do likewise under their workers’ compensation insurance policies. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Employer’s Liability Insurance written on a per occurrence basis with limits of at least one million dollars ($1,000,000.00) per accident for bodily injury or disease.
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, a policy of Professional Liability or Errors and Omissions Insurance appropriate to Consultant’s profession with limits of at least two million dollars ($2,000,000.00). Covered professional services shall specifically include all Work or Services to be performed under the Agreement and delete any exclusions that may potentially affect the Work or Services to be performed under this Agreement.
1. Intentionally omitted.
2. If the policy of insurance is written on a “claims-made” basis, the City may require that the policy be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Work or Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing the Work or Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City.
3. In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Work or Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Work or Services under the terms of this Agreement.
Modified Insr PSA 8082024
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10 5.3 Acceptability of Insurers. Insurance required by this section shall be issued by a licensed company authorized to transact business in the state by the Department of Insurance for the State of California with a current rating of A-:VII or better (if an admitted carrier), or a current rating of A:X or better (if offered by a non-admitted insurer listed on the State of California List of Approved Surplus Lines Insurers (LASLI), by the latest edition of A.M. Best’s Key Rating Guide, except that the City will accept workers’ compensation insurance from the State Compensation Fund. In the event the City determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein.
5.4 Insurance Endorsements. 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 written approval. 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. The policy or policies of insurance required by this section for Commercial General Liability and Automobile Liability Insurance shall be endorsed to provide the following:
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; and
2. Additional Insured Endorsements: 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 Agreement; and, the coverage shall contain no special limitations on the scope of protection afforded to additional insureds.
3. Notice: The policy or policies of insurance required by this section for Commercial General Liability and Automobile Liability Insurance shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or modified, or reduced in coverage or in limits, except after thirty (30) days prior written notice by First Class U.S. Mail, postage-prepaid, has been provided to the City. Notwithstanding the foregoing, if coverage is to be suspended, voided, or cancelled because of Consultant’s failure to pay the insurance premium, the notice provided to City shall be by ten (10) days prior written notice.
B. For all policies of Commercial General Liability Insurance, Consultant shall provide endorsements for ongoing operations and completed operations to effectuate this requirement.
5.5 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City in advance and shall protect the City, its officials, officers, employees, agents and volunteers, in the same manner and to the same extent
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11 as they would have been protected had the policy or policies not contained a deductible or selfinsured retention.
5.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability Insurance 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.
5.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability Insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents and volunteers, or shall specifically allow Consultant or others providing insurance evidence in compliance with the requirements set forth in this section to waive their right to recovery prior to a loss. Consultant hereby agrees to waive its own right of recovery against the City, its officials, officers, employees, agents and volunteers, and Consultant hereby agrees to require similar written express waivers and insurance clauses from each of its subconsultants or subcontractors.
5.8 Evidence of Coverage. Concurrently with the execution of the Agreement, Consultant shall deliver certificates of insurance together with original endorsements affecting each of the insurance policies required by this section. 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 written approval. The certificates of insurance and original 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. Consultant shall promptly furnish, at City’s request, copies of actual policies including all declaration pages, endorsements, exclusions and any other policy documents City requires to verify coverage.
5.9 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 requirements, or a waiver of any coverage normally provided by any insurance. Nothing in this section shall be construed as limiting in any way the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.
5.10 Enforcement of Agreement (Non-Estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of any noncompliance with any of the insurance requirements set forth in this section imposes no additional obligation on the City nor does it waive any rights hereunder.
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12 5.11 Insurance for Subconsultants. Consultant shall either: (1) include all subconsultants or subcontractors engaged in any Work or Services for Consultant relating to this Agreement as additional named insureds under the Consultant’s insurance policies, or (2) Consultant shall be responsible for causing its subconsultants or subcontractors to procure and maintain the appropriate insurance in compliance with the terms of the insurance requirements set forth in this section, including adding the City, its officials, officers, employees, agents and volunteers, as additional insureds to their respective policies. All policies of Commercial General Liability Insurance provided by Consultant’s subconsultants or subcontractors performing any Work or Services related to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers, as additional insureds. Consultant shall not allow any subconsultant or subcontractor to commence any Work or Services relating to this Agreement unless and until it has provided evidence satisfactory to City that the subconsultant or subcontractor has secured all insurance required under this section.
5.12 Other Insurance Requirements. The following terms and conditions shall apply to the insurance policies required of Consultant pursuant to this Agreement:
A. Consultant shall provide immediate written notice to City if (1) any of the insurance policies required herein are terminated, cancelled or suspended, (2) the limits of any of the insurance coverages required herein are reduced, or (3) the deductible or self-insured retention is increased.
B. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.
C. None of the insurance coverages required herein will be in compliance with the requirements of this section if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City and approved in writing.
D. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant’s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.
E. Consultant agrees to ensure that subconsultants and subcontractors, if any, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant.
Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section.
Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review.
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13 F. Consultant agrees to provide immediate written notice to City of any claim, demand or loss against Consultant arising out of the Work or Services performed under this Agreement and for any other claim, demand or loss which may reduce the insurance available to pay claims, demands or losses arising out of this Agreement.
6. INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense with legal counsel reasonably acceptable to City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents and volunteers, free and harmless from any and all claims, demands, orders, causes of action, costs, expenses, liabilities, losses, penalties, judgments, arbitration awards, settlements, damages or injuries of any kind, in law or in equity, including but not limited to property or persons, including wrongful death, (collectively “Claims”) in any manner arising out of, pertaining to, related to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officers, directors, employees, subcontractors, consultants or agents, in connection with Consultant’s performance under this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent that the Work or Services performed by Consultant are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant’s indemnification obligation or other liability hereunder. Notwithstanding the foregoing, such obligation to defend, hold harmless, and indemnify the City, its elected and appointed officials, officers, employees, agents, and volunteers, shall not apply to such claims or liabilities arising from the sole or active negligence or willful misconduct of City.
7. REPORTS AND RECORDS
7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed pursuant to this Agreement.
For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work or Services contemplated herein or, if Consultant is providing design services, the cost of the
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14 project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.
7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all of its subconsultants and subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.
7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization.
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant’s performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The
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15 terms of this Agreement are contractual and the result of negotiation between the Parties.
Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
8.3 Termination. City may terminate this Agreement for any reason, with or without cause, upon giving Consultant thirty (30) days written notice. Upon such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Thereafter, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. In addition, Consultant reserves the right to terminate this Agreement at any time upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine.
8.4 Default of Consultant.
A. Consultant’s failure to comply with any provision of this Agreement shall constitute a default.
B. If the City Manager, or City Manager’s designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to Section 8.3.
C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section
8.4(B), take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant’s liability for completion of the Services as provided herein.
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16 8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof.
8.6 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
8.7 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
8.8 Attorneys’ Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, expert witness fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.
9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his or her financial interest or the financial interest of any corporation, partnership, or association in which they are, directly or indirectly, interested in violation of any state statute or regulation. Consultant represents and warrants that it has not paid or given and will not pay or give any third party any money or other consideration in exchange for obtaining this Agreement.
9.3 Covenant Against Discrimination. In connection with its performance under
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17 this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, disability, medical condition, religion, color, sex, sexual orientation, age, marital status, ancestry, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, disability, medical condition, religion, color, sex, sexual orientation, age, marital status, ancestry, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
10. MISCELLANEOUS PROVISIONS
10.1 Patent and Copyright Infringement.
A. To the fullest extent permitted by law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant’s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the alleged negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City’s alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant’s consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant’s expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.
10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Notices or other communications shall be addressed as follows:
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18 To City: City of Laguna Hills
Attention: City Manager
24035 El Toro Road
Laguna Hills, California 92653
Telephone: (949) 707-2600
To Consultant: De Novo Planning Group
Attention: Amanda Tropiano, Principal
180 E. Main Street, Suite 108
Tustin, California 92780
Telephone: (714) 453-7711
Email: [email protected]
10.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof.
No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.
10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.
10.6 Third Party Beneficiary. Nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party hereto.
10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he/she is executing this Agreement is duly authorized and existing, (ii) he/she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he/she is signing, (iii) by so executing this Agreement, the Party for which he/she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he/she is signing is bound.
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19 10.9 Labor Code Requirements.
A. 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 Work or Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since 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 Work or 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.
The foregoing indemnity shall survive termination of this Agreement.
B. DIR Registration. If the Work or Services are being performed as part of an applicable "public works" or "maintenance" project, 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. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR.
10.10 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
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EXHIBIT “A”
CONSULTANT’S PROPOSAL/ SCOPE OF WORK
FOR
ON-CALL ENVIRONMENTAL REVIEW CONSULTING SERVICES
DATED: JULY 11, 2024
SCOPE OF SERVICES FOR PROJECT
INCLUDING,
SCHEDULE OF PERFORMANCE
AND
SCHEDULE OF COMPENSATION/ FEES
City of Temecula
SUBMITTED TO:
City of Temecula
Planning Department
41000 Main Street
Temecula, California 92590
ATTN: Mr. Scott Cooper, Senior Planner
SUBMITTED BY:
De Novo Planning Group
180 E Main Street, Suite 108
Tustin, CA 92780
Ms. Starla Barker, AICP, Principal Planner
949-396-8193 | [email protected]
Environmental Consultant Cost Proposal
On-Call CEQA Consulting Services
City of Laguna Hills | July 11, 2024
Revised September 10, 2024
SUBMITTED TO:
City of Laguna Hills
Jay Wuu, Senior Planner
24035 El Toro Road
Laguna Hills, California 926533
SUBMITTED BY:
De Novo Planning Group
Amanda Tropiano, Principal
180 E Main Street, Suite 108
Tustin, CA 92780
[email protected]
714.453.7711
PROJECT BUDGET
The cost estimate for an individual project is based on a variety of factors including the type of environmental compliance document, required technical studies, and site and project attributes. Due to the on-call nature of the RFP, a cost estimate cannot be specifically determined at this time. Rate sheets are included on the following pages.
Typical Direct Costs
Typical direct costs associated with preparation of environmental documents include the following. Please note that all direct costs are billed at-cost and are not marked-up. We also do not mark-up the fees of our subconsultants.
• Printing
• Mileage
• Postage
• Filing Fees
• Data Collection
• Vehicle Counts
Ranges of Fees for Documentation
The cost for preparation of environmental documentation can vary dramatically, based upon a number of factors for, including, but not limited to, the type of project, complexity of a project, its location, biological or cultural sensitivity, the amount and type of project management public meetings required, and the type and amount of technical studies required. The following represents a general ballpark estimated range of fees for services for the types of environmental documents that could be prepared under this contract.
• Initial Study/Mitigated Negative Declaration: $40,000 to $80,000 • Environmental Impact Report: $200,000 to $400,000
• Specialized and Categorical Exemption Memos: $5,000 to $20,000 • Peer Reviews: $1,800 each
• EIR Addendums: $30,000 to $65,000
• Technical Studies $3,000 to $90,000
Rates are established for the full term of the contract (i.e., from August 28, 2024 through August 27, 2026.
Thereafter, Consultant may submit a request to adjust its fees, rates, and/or unit prices once per year during the remainder of the term of the Agreement as provided for herein. However, approval of any request to adjust Consultant's fees, rates, and/or unit prices as set forth herein shall be made at the sole discretion of the City Manager, in writing, and is subject to the City’s approved budget. Such fee, rate, and/or unit pricing adjustment(s), if any, shall not exceed the value of the change in the Consumer Price Index for the Los Angeles/Orange County area for the preceding one year as published for the month of April of any given year. In no event shall any adjustment of any fee, rate, and/or unit pricing as authorized by this section exceed five percent (5%) per year regardless of CPI or any other cost factors.
D E N O V O P L A N I N G G R O U P
C I T Y O F L A G U N A H I L L S R A T E S H E E T
2024 Schedule
Principal $210
Principal Planner $185
Senior Planner $150
Associate Planner $130
Assistant Planner $110
GIS Analyst $125
Laguna Hills CEQA On-Call
(August 2024 through August 2026)
Hourly Billing Rates: Revised August 29,2024
Classification Hourly Rate
Principal $380
Senior Associate $290
Associate $250
Senior Engineer/Planner $210
Engineer/Planner $185
Senior Engineering Technician $180
Senior Project Accountant $190
Project Coordinator $160
Technician $160
Intern $140
• Other Direct Costs / Reimbursable expenses are invoiced at cost plus 10% for handling.
• Personal auto mileage is reimbursed at the then current IRS approved rate (67 cents per mile as of Jan 2024).
• Voice & Data Communications (Telephone, fax, computer, e-mail, etc.) are invoiced at cost as a percentage of project labor.
MAT Engineering, Inc.
17192 Murphy Avenue #14902
Irvine, CA 92623
[email protected]
(949) 344-1828
Position Hourly Rate
President $180.00
Principal $170.00
Associate Principal $160.00
Senior Associate $160.00
Associate $150.00
Senior Engineer / Senior Planner / Senior Designer $150.00 Engineer / Planner / Designer III $120.00
Engineer / Planner / Designer II $115.00
Engineer / Planner / Designer I $110.00
Assistant Engineer / Assistance Planner / Assistant Designer $80.00 Technician III $75.00
Technician II $65.00
Technician I $55.00
Engineering Aide $50.00
Administrative Assistant $55.00
Notes:
PDF report copies of report are included in the fees. Printed reports charged at a minimum of $100.
For overtime work the above rates may be increased by 50 percent.
Client payment is not contingent upon client receiving payment from other parties.
Rev. August 2024
Billing statements for work will be submitted monthly. Statements are payable within thirty (30) days of statement date. Any statement unpaid after thirty (30) days shall be subject to interest at the maximum permitted by law Exhibit A
MAT Engineering, Inc. Billing Rates
Exhibit A
Billing Rates for MD Acoustics, LLC
Compensation for Services
The Consultants Billing rates for services are as follows:
Position Hourly Rate
Principal Consultant $ 220.00
Sr. Acoustical Consultant $ 178.50
Sr. Vibration Consultant $ 178.50
Air Quality Specialist $ 178.50
Consultant $ 155.00
Engineering Technician I $ 119.00
Engineering Aide $ 83.00
Administrative Assistant $ 78.00
Administrative Aide $ 66.00
Clerical Aide $ 60.00
Principal Controls & Vibration Engineer $ 244.00
Senior Scientist Noise & Vibration $ 226.00
Senior Design Engineer $ 161.00
Expert Witness $613.00
Mechanical Packaging Engineer $ 178.50
COMSOL Expert & Modeling $ 416.00
ANSYS Expert & Modeling $ 416.00
Automobile Mileage $ 1.13/mile
General
(1) Per Diem charges are based on current government rates based on area. (2) Hourly rates apply to work time, travel time, and time spent at public hearings and meetings. For overtime work, the above rates may be increased by 50 percent.
(3) Client payment for professional services is not contingent upon the client receiving payment from other parties. (4) Billing statements for work will be submitted bi-monthly. Statements are payable Net 15 upon receipt by the client of the statement. Any statement unpaid after ninety (90) days shall be subject to interest at the maximum permitted by law.
2.3 Optional CPI Adjustment. The fees, rates, and/or unit prices set forth in Consultant's Proposal (Exhibit “A”) shall remain fixed and unchanged for the first two years of the term of this Agreement (i.e., from August 28, 2024 through August 27, 2026). Thereafter, Consultant may submit a request to adjust its fees, rates, and/or unit prices once per year during the remainder of the term of the Agreement as provided for herein. However, approval of any request to adjust Consultant's fees, rates, and/or unit prices as set forth herein shall be made at the sole discretion of the City Manager, in writing, and is subject to the City’s approved budget. Such fee, rate, and/or unit pricing adjustment(s), if any, shall not exceed the value of the change in the Consumer Price Index for the Los Angeles/Orange County area for the preceding one year as published for the month of April of any given year. In no event shall any adjustment of any fee, rate, and/or unit pricing as authorized by this section exceed five percent (5%) per year regardless of CPI or any other cost factors.
Revised: August 26, 2024
IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above.
ATTEST:
JENNIFER LEE, City Clerk
APPROVED AS TO FORM:
GREGORY E. SIMONIAN,
City Attorney
(SEAL)
"CITY"
CITY OF LAGUNA HILLS,
a California municipal corporation
JARAD L. HILDENBRAND,
City Manager
1836871.1
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20 "CONSULT ANT"
DUDEK, a California corporation
ph Monaco,
President and CEO
By:
Danielle
D (A...A..../\
Voss,
V '\.A-..,..._
Vice President, Human Resources;
Assistant Secretary
Modified Insr PSA 8082024
DUDEK 2024 Standard Schedule of Charges
EFFECTIVE JANUARY 1, 2024
Engineering Services
Project Director ...................................................................... $335.00/hr Principal Engineer lll .............................................................. $310.00/hr Principal Engineer II ............................................................... $290.00/hr Principal Engineer I ................................................................ $280.00/hr Program Manager .................................................................. $260.00/hr Senior Project Manager ......................................................... $265.00/hr Project Manager ..................................................................... $160.00/hr Senior Engineer III .................................................................. $250.00/hr Senior Engineer II .................................................................. $240.00/hr Senior Engineer I ................................................................... $230.00/hr Project Engineer IV/Technician IV ......................................... $215.00/hr Project Engineer llI/Technician III .......................................... $210.00/hr Project Engineer lI/Technician II............................................ $200.00/hr Project Engineer I/Technician I ............................................. $180.00/hr Senior Designer II ................................................................... $200.00/hr Senior Designer I .................................................................... $195.00/hr Designer ................................................................................. $180.00/hr Assistant Designer ................................................................. $175.00/hr CADD Operator III ................................................................... $170.00/hr CADD Operator II .................................................................... $160.00/hr CADD Operator I ..................................................................... $145.00/hr CADD Drafter .......................................................................... $135.00/hr CADD Technician .................................................................... $120.00/hr Project Coordinator ................................................................ $155.00/hr Engineering Assistant ............................................................ $125.00/hr Environmental Services
Senior Project Director ........................................................... $330.00/hr Project Director ...................................................................... $285.00/hr Senior Specialist V ................................................................. $260.00/hr Senior Specialist IV ................................................................ $245.00/hr Senior Specialist III ................................................................ $235.00/hr Senior Specialist II ................................................................. $225.00/hr Senior Specialist I .................................................................. $210.00/hr Specialist V ............................................................................. $195.00/hr Specialist IV ............................................................................ $185.00/hr Specialist III ........................................................................... $175.00/hr Specialist II ............................................................................ $165.00/hr Specialist I ............................................................................. $145.00/hr Analyst V ................................................................................ $145.00/hr Analyst IV ............................................................................... $135.00/hr Analyst III ................................................................................ $125.00/hr Analyst II ................................................................................. $115.00/hr Analyst I .................................................................................. $105.00/hr Technician III ........................................................................... $90.00/hr Technician II ............................................................................ $80.00/hr Technician I ............................................................................. $70.00/hr Mapping and Surveying Services
Application Developer II ........................................................ $220.00/hr Application Developer I ......................................................... $155.00/hr GIS Analyst V ......................................................................... $205.00/hr GIS Analyst IV ........................................................................ $170.00/hr GIS Analyst III.......................................................................... $150.00/hr GIS Analyst II........................................................................... $135.00/hr GIS Analyst I............................................................................ $125.00/hr UAS Pilot ................................................................................ $145.00/hr Survey Lead ........................................................................... $235.00/hr Survey Manager .................................................................... $210.00/hr Survey Crew Chief .................................................................. $165.00/hr Survey Rod Person ................................................................... $95.00/hr Survey Mapping Technician ..................................................... $95.00/hr Construction Management Services
Principal/Manager ................................................................. $195.00/hr Senior Construction Manager ............................................... $155.00/hr Senior Project Manager ......................................................... $205.00/hr Construction Manager ........................................................... $175.00/hr Project Manager ..................................................................... $160.00/hr Resident Engineer .................................................................. $130.00/hr Construction Engineer............................................................ $115.00/hr On-site Owner’s Representative ............................................ $115.00/hr Prevailing Wage Inspector ..................................................... $145.00/hr Construction Inspector ........................................................... $145.00/hr Administrator/Labor Compliance .......................................... $120.00/hr Hydrogeology/HazWaste Services
Project Director ...................................................................... $335.00/hr Principal Hydrogeologist/Engineer II ..................................... $300.00/hr Principal Hydrogeologist/Engineer I ...................................... $290.00/hr Senior Hydrogeologist V/Engineer V ..................................... $265.00/hr Senior Hydrogeologist IV/Engineer IV ................................... $255.00/hr Senior Hydrogeologist III/Engineer III .................................... $245.00/hr Senior Hydrogeologist II/Engineer II ...................................... $235.00/hr Senior Hydrogeologist I/Engineer I ........................................ $225.00/hr Project Hydrogeologist V/Engineer V .................................... $215.00/hr Project Hydrogeologist IV/Engineer IV .................................. $205.00/hr Project Hydrogeologist III/Engineer III ................................... $195.00/hr Project Hydrogeologist II/Engineer II ..................................... $185.00/hr Project Hydrogeologist I/Engineer I ....................................... $175.00/hr Hydrogeologist/Engineering Assistant .................................. $140.00/hr District Management & Operations
District General Manager....................................................... $225.00/hr District Engineer ..................................................................... $215.00/hr Operations Manager ............................................................. $165.00/hr District Secretary/Accountant .............................................. $140.00/hr Collections System Manager ................................................. $140.00/hr Grade V Operator ................................................................... $130.00/hr Grade IV Operator .................................................................. $115.00/hr Grade III Operator .................................................................. $105.00/hr Grade II Operator ..................................................................... $85.00/hr Grade I Operator ...................................................................... $80.00/hr Operator in Training ................................................................. $75.00/hr Collection Maintenance Worker ............................................. $75.00/hr Creative Services
Creative Services IV ............................................................... $165.00/hr Creative Services III ............................................................... $150.00/hr Creative Services II ................................................................ $135.00/hr Creative Services I ................................................................. $120.00/hr Publications Services
Technical Editor lV ................................................................. $165.00/hr Technical Editor lll .................................................................. $150.00/hr Technical Editor ll ................................................................... $135.00/hr Technical Editor l .................................................................... $120.00/hr Publications Specialist lV ....................................................... $125.00/hr Publications Specialist lll ....................................................... $115.00/hr Publications Specialist ll ........................................................ $105.00/hr Publications Specialist l ........................................................... $95.00/hr Clerical Administration ............................................................. $90.00/hr Expert Witness – Court appearances, depositions, and interrogatories as expert witness will be billed at 2.00 times normal rates.
Emergency and Holidays –
Minimum charge of two hours will be billed at 1.75 times the normal rate.
Material and Outside Services –
Subcontractors, rental of special equipment, special
reproductions and blueprinting, outside data processing and computer services, etc., are charged at 1.15 times the direct cost.
Travel Expenses –
Mileage at current IRS allowable rates. Per diem where overnight stay is involved is charged at cost
Invoices, Late Charges –
All fees will be billed to Client monthly and shall be due and payable upon receipt. Invoices are delinquent if not paid within 30 days from the date of the invoice. Client agrees to pay a monthly late charge equal to 1% per month of the outstanding balance until paid in full.
The rates listed above assume prevailing wage rates does not apply. If this assumption is incorrect Dudek reserves the right to adjust its rates accordingly.
Revised August 22, 2024
PROFESSIONAL SERVICES AGREEMENT
LSA Associates, Inc.
On-Call Environmental Review Consulting Services
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into, to be effective the 9th day of October 2024, by and between the CITY OF LAGUNA HILLS, a municipal corporation organized and existing under the laws of the State of California, (hereinafter referred to as "City") and LSA ASSOCIATES, fNC., a California corporation (hereinafter referred to as "Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and are hereinafter collectively referred to as the "Parties."
RECITALS
A. City has determined that there is a need to retain the professional services of a qualified land use and environmental planning firm to provide environmental review con~ulting services for the purpose of ensuring that the City complies with all aspects of the California Environmental Quality Act ("CEQA"), as well to provide the City with other as-needed land use, environmental planning, and CEQA review, compliance, and planning and support services that may be required on an as-needed, on-call basis (the "Project").
B. In response to City's Request for Proposals (RFP), dated May 30, 2024, Consultant has submitted to City a proposal, dated July 11, 2024, to provide the City with professional land use planning and environmental review consulting services for the Project pursuant to the terms and conditions of this Agreement.
C. Consultant represents and maintains that it is uniquely qualified by virtue of its experience, training, education, reputation, and technical expertise to provide the professional land use planning and environmental review consulting services to City for the Project and has agreed to provide such services as provided herein. City does not have the personnel, training, certification, or technical expertise necessary to perform the work and services contracted for herein.
D. City desires to retain Consultant to provide such professional land use planning and environmental review consulting services for the Project.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. SERVICES OF CONSUL TANT
1.1 cope of Services and Standard of Performance. In compliance with all terms and conditions of this Agreement, Consultant agrees to provide and perform the professional 1836871 I
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land use planning and environmental review consulting services for the Project as set forth in the Proposal/Scope of Work, dated July 11, 2024, which is attached hereto as Exhibit A and is incorporated herein by reference (hereinafter referred to as the "Scope of Services," the "Services" or "Work"). As a material inducement to the City entering into this Agreement, Consultant acknowledges and understands that the Services and Work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's Services and Work shall be performed in a skillful and competent manner and shall be held to a standard of quality and workmanship prevalent in the industry for such Services and Work and with the standards recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and warrants that it is skilled in the professional discipline necessary to perform the Services and Work and that it holds the necessary skills and abilities to satisfy the standard of work as set forth in this Agreement.
Consultant represents and warrants that it and all of its employees, subconsultants and subcontractors providing any Work or Services under this Agreement shall have sufficient skill and experience to perform the Services and Work assigned to them. All Services and Work shall be completed to the reasonable satisfaction of the City.
1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; and, (2) the Consultant's signed, original Proposal/Scope of Work dated July 11, 2024 submitted to the City ("Consultant's Proposal"), which shall both be referred to collectively hereinafter as the "Contract Documents." The Consultant's Proposal/Scope of Work is attached hereto as xhibit A' and is hereby incorporated by reference and made a part of this Agreement. All provisions of the Contract Documents shall be binding on the Parties.
Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (JS1 ) the terms and conditions of this
Agreement; and (2nd) the provisions of the Consultant's Proposal (Exhibit "A' ).
1.3 Compliance with Law. Consultant shall comply at all times during the term of this Agreement with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder, including without limitation all applicable fair labor standards and Cal/OSHA requirements. 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 Work and 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 performing the Work and Services. If Consultant performs any Work or Services in violation of such laws, rules, and regulations, Consultant shall be solely responsible for all penalties and costs arising therefrom. Consultant shall defend, indemnify, and hold City, its elected and appointed 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 such laws, rules, or regulations.
1.4 Licenses, Permits, Fees, and Assessments. Prior to performing any Services or Work hereunder Consultant shall obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Consultant represents and warrants to City that Consultant 1836871.1
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shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement and any extension, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and Services under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and Services required by this Agreement, and shall defend, indemnify, and hold the City, its elected and appointed officials, officers, employees, agents and volunteers, free and harmless from and against any claim or liability arising out of any failure or alleged failure to obtain such license, permits, and approvals of whatever nature that are legally required to perform the Work or Services.
1.5 Familiarity with Work. By executing this Agreement, Consultant represents and warrants that it (a) has thoroughly investigated and considered the Scope of Work or Services to be performed, (b) has carefully considered how the Services should be performed and has carefully examined the location or locations at or with respect to where such Services or Work is to be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant represents and maintains that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City.
1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.
1.8 Additional ervices. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Consultant's Proposal/Scope of Services (Exhibit 'A ') or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating therein any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. It is expressly understood by Consultant that the provisions of this section shall not apply to the Work and Services specifically set forth in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any Work or Service identified in the Scope of Services exceeds any time or material amounts or estimates provided therein. l 836871. l
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1.9 Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other contractors, consultants, or vendors for services similar to the services that are the subject of this Agreement. Consultant further acknowledges that City may have its own employees perform services similar to the services that are the subject of this Agreement.
2. COMPENSATION
2.1 Maximum Contract Amount. For the Services and Work rendered pursuant to this Agreement, Consultant shall be compensated by City for the services performed, including authorized reimbursements, in accordance with the professional hourly rates and charges set forth in the Schedule of Compensation/Fees, which is attached hereto as Exhibit A" and is incorporated herein by reference, but not exceeding the total maximum contract amount of Five Hundred Thousand Dollars ($500,000.00) (hereinafter referred to as the "Maximum Contract Amount"). The method of compensation shall be as set forth in Exhibit A . The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings deemed reasonably necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated pursuant to Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation/Fees. The maximum amount of City's payment obligation under this Agreement is the amount specified in this section.
2.2. Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation/Fees (Exhibit ' A ), in any month in which Consultant wishes to receive payment, no later than the tenth (10th) working day of such month, Consultant shall submit to the City, in a form approved by the City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five ( 45) days after receipt of the invoice or a soon thereafter as is reasonably practical.
2.3 Optional CPI Adjustment. The fees, rates, and/or unit prices set forth in Consultant's Proposal (Exhibit A') shall remain fixed and unchanged for the first two years of the term of this Agreement (i.e., from October 9, 2024 through October 8, 2026). Thereafter, Consultant may submit a request to adjust its fees, rates, and/or unit prices once per year during the remainder of the term of the Agreement as provided for herein. However, approval of any request to adjust Consultant's fees, rates, and/or unit prices as set forth herein shall be made at the sole discretion of the City Manager, in writing, and is subject to the City's approved budget.
Such fee, rate, and/or unit pricing adjustment(s), if any, shall not exceed the value of the change in the Consumer Price Index for the Los Angeles/Orange County area for the preceding one year as published for the month of April of any given year. In no event shall any adjustment of any 1836871 . l
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fee, rate, and/or unit pricing as authorized by this section exceed five percent (5%) per year regardless of CPI or any other cost factors.
2.4 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession.
2.5 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Laguna Hills City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City.
3. SCHEDULE OF PERFORMANCE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance.
3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed, or on each task order, if applicable, and shall perform all Services within the time period(s) established in the Schedule of Performance, which is attached hereto as Exhibit 'A and is incorporated herein by reference.
When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer; however, the City shall not be obligated to grant such an extension.
3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant (financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, pandemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Consultant, within ten (10) days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this section.
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3.4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the effective date of this Agreement and shall continue in full force and effect for a period of five (5) years, commencing on October 9, 2024 and ending on October 8, 2029, unless extended by mutual written agreement of the Parties.
3.5 Task Orders. Consultant hereby agrees and acknowledges that any and all Services or Work performed pursuant to this Agreement shall be based upon the prior issuance of a written project task order by the City. Furthermore, Consultant hereby agrees and acknowledges that execution of this Agreement by the City does not in any way guarantee that a task order will be issued to Consultant. Moreover, execution of this Agreement by the City shall not entitle Consultant to any form of payment or compensation from the City without City first having issued a project task order.
4. COORDINATION OF WORK
4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and to make all decisions in connection therewith: Ryan Bensley, AICP, Principal in Charge. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Work or Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer.
4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City, and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by operation of law, without the prior written consent of City.
Consultant shall not contract with any other entity to perform the Services required without prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons 1836871 I
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engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City.
4.4 Independent Contractor.
A. The legal relationship between the Parties is that of an independent contractor, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officials, officers, employees, agents or volunteers shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees or agents, shall not maintain a permanent office or fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's officers, employees, representatives or agents or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with the performance of Services under this Agreement as required by law and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant.
B. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner.
C. No City benefits shall be available to Consultant, its officers, employees, or agents, in connection with the performance of any Work or Services under this Agreement.
Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of any Work or Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing any Work or Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, representatives, agents, or subconsultants or subcontractors, Consultant shall defend, indemnify, l 83687\ l
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and hold harmless City from and against all such financial obligations.
4.5 PERS Eligibilitv & Indemnification.
A. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing any Work or Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employee Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City.
B. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing any Work or Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
5. INSURANCE
5.1 Compliance with Insurance Requirements. Consultant shall obtain, maintain, and keep in full force and effect during the term of this Agreement, at its sole cost and expense, and in a form and content satisfactory to City, all insurance required under this section.
Consultant shall not commence any Work or Services under this Agreement unless and until it has provided evidence satisfactory to City that it has secured all insurance required under this section. If Consultant's existing insurance policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
5.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement, and without limiting the indemnity provisions set forth in this Agreement, Consultant shall obtain and maintain in full force and effect during the term of this Agreement, including any extension thereof, the following policies of insurance:
A. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Commercial General Liability Insurance written on an occurrence basis with limits of at least one million dollars ($1,000,000.00) per occurrence, two million dollars ($2,000,000.00) in the general aggregate, and one million dollars ($1,000,000.00) for products and completed operations.
Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.
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B. Automobile Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Automobile Liability Insurance written on a per occurrence basis with limits of at least one million dollars ($1,000,000.00) combined limit for each occurrence covering bodily injury and property damage. The policy shall specifically include coverage for owned, non-owned, leased, and hired automobiles.
C. Workers Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Workers' Compensation Insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving all subrogation rights under its workers' compensation insurance policy against the City, its officials, officers, employees, agents and volunteers, and to require each of its subconsultants and subcontractors, if any, to do likewise under their workers' compensation insurance policies. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Employer's Liability Insurance written on a per occurrence basis with limits of at least one million dollars ($1,000,000.00) per accident for bodily injury or disease.
D. Professional Liabilitv (Errors & Omissions) Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, a policy of Professional Liability or Errors and Omissions Insurance appropriate to Consultant's profession with limits of at least two million dollars ($2,000,000.00). Covered professional services shall specifically include all Work or Services to be performed under the Agreement and delete any exclusions that may potentially affect the Work or Services to be performed under this Agreement.
I. lntentionailv omilled.
2. If the policy of insurance is written on a 'claims-made' ba is, the City may require that the policy be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Work or Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing the Work or Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City.
3. In the event the policy of insurance is written on an occurrence basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Work or Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Work or Services under the terms of this Agreement.
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5.3 Acceptability of Insurers. Insurance required by this section shall be issued by a licensed company authorized to transact business in the state by the Department of Insurance for the State of California with a current rating of A-:VII or better (if an admitted carrier), or a current rating of A:X or better (if offered by a non-admitted insurer listed on the State of California List of Approved Surplus Lines Insurers (LASLI), by the latest edition of A.M. Best's Key Rating Guide, except that the City will accept workers' compensation insurance from the State Compensation Fund. In the event the City determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein.
5.4 Insurance Endorsements. 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 written approval. 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. The policy or policies of insurance required by this section for Commercial General Liability and Automobile Liability Insurance shall be endorsed to provide the following:
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; and
2. Additional Insured Endorsements: 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 Agreement; and, the coverage shall contain no special limitations on the scope of protection afforded to additional insureds.
3. Notice: The policy or policies of insurance required by this section for Commercial General Liability and Automobile Liability Insurance shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or modified, or reduced in coverage or in limits, except after thirty (30) days prior written notice by First Class U.S. Mail, postage-prepaid, has been provided to the City. Notwithstanding the foregoing, if coverage is to be suspended, voided, or cancelled because of Consultant's failure to pay the insurance premium, the notice provided to City shall be by ten (10) days prior written notice.
B. For all policies of Commercial General Liability Insurance, Consultant shall provide endorsements for ongoing operations and completed operations to effectuate this requirement.
5.5 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City in advance and shall protect the City, its officials, officers, employees, agents and volunteers, in the same manner and to the same extent 183687 1.1
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as they would have been protected had the policy or policies not contained a deductible or selfinsured retention.
5.6 Primarv and Non-Contributing Insurance. All policies of Commercial General Liability Insurance 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.
5.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability Insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents and volunteers, or shall specifically allow Consultant or others providing insurance evidence in compliance with the requirements set forth in this section to waive their right to recovery prior to a loss. Consultant hereby agrees to waive its own right of recovery against the City, its officials, officers, employees, agents and volunteers, and Consultant hereby agrees to require similar written express waivers and insurance clauses from each of its subconsultants or subcontractors.
5.8 Evidence of Coverage. Concurrently with the execution of the Agreement, Consultant shall deliver certificates of insurance together with original endorsements affecting each of the insurance policies required by this section. 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 written approval. The certificates of insurance and original 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. Consultant shall promptly furnish, at City's request, copies of actual policies including all declaration pages, endorsements, exclusions and any other policy documents City requires to verify coverage.
5.9 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 requirements, or a waiver of any coverage normally provided by any insurance. Nothing in this section shall be construed as limiting in any way the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.
5.10 Enforcement of Agreement (Non-Estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of any noncompliance with any of the insurance requirements set forth in this section imposes no additional obligation on the City nor does it waive any rights hereunder. 1836871.1
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5.11 Insurance for Subconsultants. Consultant shall either: (I) include all subconsultants or subcontractors engaged in any Work or Services for Consultant relating to this Agreement as additional named insureds under the Consultant's insurance policies, or (2) Consultant shall be responsible for causing its subconsultants or subcontractors to procure and maintain the appropriate insurance in compliance with the terms of the insurance requirements set forth in this section, including adding the City, its officials, officers, employees, agents and volunteers, as additional insureds to their respective policies. All policies of Commercial General Liability Insurance provided by Consultant's subconsultants or subcontractors performing any Work or Services related to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers, as additional insureds. Consultant shall not allow any subconsultant or subcontractor to commence any Work or Services relating to this Agreement unless and until it has provided evidence satisfactory to City that the subconsultant or subcontractor has secured all insurance required under this section.
5.12 Other Insurance Requirements. The following terms and conditions shall apply to the insurance policies required of Consultant pursuant to this Agreement:
A. Consultant shall provide immediate written notice to City if (1) any of the insurance policies required herein are terminated, cancelled or suspended, (2) the limits of any of the insurance coverages required herein are reduced, or (3) the deductible or self-insured retention is increased.
B. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.
C. None of the insurance coverages required herein will be in compliance with the requirements of this section if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City and approved in writing.
D. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided herein.
E. Consultant agrees to ensure that subconsultants and subcontractors, if any, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant.
Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section.
Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review.
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F. Consultant agrees to provide immediate written notice to City of any claim, demand or loss against Consultant arising out of the Work or Services performed under this Agreement and for any other claim, demand or loss which may reduce the insurance available to pay claims, demands or losses arising out of this Agreement.
6. INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense with legal counsel reasonably acceptable to City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents and volunteers, free and harmless from any and all claims, demands, orders, causes of action, costs, expenses, liabilities, losses, penalties, judgments, arbitration awards, settlements, damages or injuries of any kind, in law or in equity, including but not limited to property or persons, including wrongful death, ( collectively "Claims") in any manner arising out of, pertaining to, related to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officers, directors, employees, subcontractors, consultants or agents, in connection with Consultant's performance under this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent that the Work or Services performed by Consultant are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability hereunder. Notwithstanding the foregoing, such obligation to defend, hold harmless, and indemnify the City, its elected and appointed officials, officers, employees, agents, and volunteers, shall not apply to such claims or liabilities arising from the sole or active negligence or willful misconduct of City.
7. REPORTS AND RECORDS
7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed pursuant to this Agreement.
For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work or Services contemplated herein or, if Consultant is providing design services, the cost of the 183687 1. 1
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project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.
7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shal 1 have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all of its subconsultants and subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.
7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization.
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate coutt in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The 1836871 I
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terms of this Agreement are contractual and the result of negotiation between the Parties.
Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
8.3 Termination. City may terminate this Agreement for any reason, with or without cause, upon giving Consultant thirty (30) days written notice. Upon such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Thereafter, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. In addition, Consultant reserves the right to terminate this Agreement at any time upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine.
8.4 Default of Consultant.
A. Consultant's failure to comply with any provision of this Agreement shall constitute a default.
B. If the City Manager, or City Manager's designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any ,City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.3.
C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section
8.4(B), take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided herein. 183687 1. 1
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8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Patties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof.
8.6 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
8.7 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
8.8 Attorneys> Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorneys' fees, expert witness fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.
9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its success_or, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his or her financial interest or the financial interest of any corporation, partnership, or association in which they are, directly or indirectly, interested in violation of any state statute or regulation. Consultant represents and warrants that it has not paid or given and will not pay or give any third party any money or other consideration in exchange for obtaining this Agreement.
9.3 Covenant Against Discrimination. In connection with its performance under 1836871 , 1
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this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, disability, medical condition, religion, color, sex, sexual orientation, age, marital status, ancestry, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, disability, medical condition, religion, color, sex, sexual orientation, age, marital status, ancestry, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
10. MISCELLANEOUS PROVISIONS
10.1 Patent and Copyright Infringement.
A. To the fullest extent permitted by law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the alleged negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant's consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.
10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Notices or other communications shall be addressed as follows:
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To City:
To Consultant:
City of Laguna Hills
Attention: City Manager
24035 El Toro Road
Laguna Hills, California 92653
Telephone: (949) 707-2600
LSA Associates, Inc.
Attention: Ryan Bensley, Principal in Charge
3210 El Camino Real, Suite 100
Irvine, California 92602
Telephone: (949) 553-0666
10.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof.
No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.
10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees.
10.6 Third Party Beneficiary. Nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party hereto.
10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he/she is executing this Agreement is duly authorized and existing, (ii) he/she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he/she is signing, (iii) by so executing this Agreement, the Party for which he/she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he/she is signing is bound.
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10.9 Labor Code Requirements.
A. 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 Work or Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since 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 Work or 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, I 775, 1776, 1777.5, 1813, and I 8 I 5 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.
The foregoing indemnity shall survive termination of this Agreement.
B. DJR Registration. If the Work or Services are being performed as part of an applicable "public works" or "maintenance" project, 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. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR.
10.10 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
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IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above.
ATTEST:
JENNIFER LEE, City Clerk
APPROVED AS TO FORM:
GREGORY E. SIMONIAN,
City Attorney
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(SEAL)
20 "CITY"
CITY OF LAGUNA HILLS,
a California municipal corporation
JARAD L. HILDENBRAND,
City Manager
"CONSULTANT"
LSA ASSOCIATES, INC., a California
corporation
B
Chief Financial Officer
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