Laguna Hills City Council
April 28, 2026

T&B Planning, Inc. 27
Certificate of Insurance
I

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Packet Pg. 326 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

28 on call planning support services - laguna hills

CERTIFICATION OF INSURANCE
Nicole Morse
PLEASE NOTE:
*Consultant is in agreement with the insurance limits and coverages in Section 5 of the agreement with one revision.

Insurance companies will not endorse policies to provide notice of modification or limit reduction; however, Consultant will agree to provide City with this notification. Suggested revisions to address this have been added as an attachment herein.
**Additional suggested revisions to the sample draft professional services agreement have been provided for further discussion with the City.

City of Laguna Hills

RFP FOR ON-CALL PLANNING SUPPORT SERVICES
20 ATTACHMENT 2
CONSULTANT’S ACKNOWLEDGEMENT OF COMPLIANCE

WITH INSURANCE REQUIREMENTS FOR

AGREEMENT FOR PROFESSIONAL SERVICES
Consultant agrees, acknowledges, understands and is fully aware of the insurance requirements as specified in Section 5, Insurance Requirements of the attached sample Agreement for Professional Services (Attachment 4) and hereby accepts all conditions and requirements as contained therein.

Consultant:

Name (Please Print or Type)
By:

Consultant’s Signature & Title
Date:

This executed form must be submitted with proposal.
3/15/2023
Principal

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Packet Pg. 327 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

T&B Planning, Inc. 29
[Section 1.1, Page 2]

1.3 Scope of Services and Standard of Performance. In compliance with all terms and conditions of this Agreement, Consultant agrees to provide and perform the consulting services for the Project as set forth in the Proposal/Scope of Work, dated , 2022, 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 consistent with 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.
[Section 1.1, Page 3]

1.4 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 published and non-conflicting 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 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.
[Section 3.1, Page 5]

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. Notwithstanding the foregoing no event will Consultant be responsible for damages due to delays beyond Consultant's reasonable control.

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Packet Pg. 328 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

30 on call planning support services - laguna hills
[Section 5.4, Page 10]

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. Consultant shall be required to give at least thirty (30) days’ notice to City of any material change/reduction of coverage to Consultant’s insurance. This obligation shall rest with Consultant notwithstanding any reluctance or refusal on the part of Consultant’s insurance company to endorse its insurance policies or evidence its certificates of insurance to reflect this contractual obligation. [Section 6, Page 13]

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 negligent 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 reasonable 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 the extent that such Claims arise out of, pertain to, or are related to the City's sole negligence, active negligence, or willful misconduct. The duty to defend shall not apply to professional liability claims.

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Packet Pg. 329 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

T&B PLANNING, INC. 31
Certification of Proposal
J

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Packet Pg. 330 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

32 on call planning support services - laguna hills
City of Laguna Hills

RFP FOR ON-CALL PLANNING SUPPORT SERVICES
21 ATTACHMENT 3

CERTIFICATION OF PROPOSAL

TO THE CITY OF LAGUNA HILLS
The undersigned hereby submits its proposal and agrees to be bound by the terms and conditions of this Request for Proposal (RFP). By signing the Certification of Proposal (Attachment 3) and submitting a proposal to the City in response to this Request for Proposals, the Proposer hereby represents and certifies that:

A) No elected or appointed official, officer, or employee of the City has been or shall be compensated, directly or indirectly, in connection with this proposal or for any work connected with this proposal; should any agreement be approved in connection with this Request for Proposals (“Agreement”) no elected or appointed official, officer, or employee of the City, during the term of his/her service with the City, shall have any direct or indirect financial interest in the Agreement, or obtain any present, anticipated, or future financial interest or other material benefit arising therefrom;

B) No elected or appointed official, officer, or employee of the City shall have any financial interest, direct or indirect, in the Agreement nor shall any such official, officer, or employee participate in any decision relating to the Agreement which effects his/her personal financial interest or the financial interest of any corporation, partnership, or association in which they are, directly or indirectly, interested in violation of state law; C) The Proposer and its principals do not have now, nor shall it acquire any financial or business interest that would conflict with the performance of services under the Agreement;
D) Proposer does not and will not discriminate against any employee or applicant for employment because of race, religion, gender, color, national origin, sexual orientation, ancestry, marital status, physical condition, pregnancy or pregnancy related conditions, political affiliation or opinion, age or medical condition; E) By submitting the response to this request, Proposer agrees, if selected, to furnish services to the City in accordance with this RFP;
F) Proposer has carefully reviewed its proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the Proposer and that the Proposer is responsible for them;
G) It is understood and agreed that the City reserves the right to accept or reject any or all proposals and to waive any informality or irregularity in any proposal received by the City;

CERTIFICATION OF PROPOSAL

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Packet Pg. 331 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

T&B Planning, Inc. 33
City of Laguna Hills

RFP FOR ON-CALL PLANNING SUPPORT SERVICES
22 H) The proposal response includes all of the commentary, figures and data required by this Request for Proposal.

I) The proposal shall be valid for 180 days from February 7, 2023.

I declare under penalty of perjury pursuant to the laws of the State of California and the United States that the foregoing facts are true and correct.

Executed this ______ day of ______, 2023, at ________________, California.

Name of Proposer:

By:
(Authorized Signature)
Type Name:

Title:

Date:

T&B Planning
Nicole Morse
3/15/2023
15th March Irvine
Principal

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Packet Pg. 332 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

34 ON CALL PLANNING SUPPORT SERVICES - LAGUNA HILLS

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Packet Pg. 333 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

T&B Planning, Inc. 35
Non-Collusion Affidavit
K

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Packet Pg. 334 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

36 on call planning support services - laguna hills
City of Laguna Hills

RFP FOR ON-CALL PLANNING SUPPORT SERVICES
19 ATTACHMENT 1

NON-COLLUSION AFFIDAVIT
The undersigned represents and certifies that:

1. This Proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization or corporation.

2. This Proposal is genuine and not collusive or sham.

3. The Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham proposal and has not directly or indirectly colluded, conspired, connived, or agreed with any other Proposer or anyone else to put in sham proposal or to refrain from submitting to this RFP.

4. The Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price or to fix any overhead, profit or cost element of the proposal price or to secure any advantage against the City of Laguna Hills or of anyone interested in the proposed contract.

5. Proposer affirms that all statements contained in the Proposal and related documents are true and correct.

6. Proposer has not directly or indirectly submitted the proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay any fee to any person, corporation, partnership, company, association, organization, RFP depository, or to any member or agent thereof to effectuate a collusive or sham proposal.

7. Proposer has not entered into any arrangement or agreement with any City of Laguna Hills public officer in connection with this proposal.

8. Proposer understands that collusive bidding is a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards.

I declare under penalty of perjury pursuant to the laws of the State of California and the United States that the foregoing facts are true and correct. Executed this ______ day of ______, 2023, at ________________, California.
________________________________
Signature of Authorized Representative
________________________________ __________________________________ Name of Authorized Representative Title of Authorized Representative

NON-COLLUSION AFFIDAVIT
Nicole Morse
15th
March Irvine
Principal

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Packet Pg. 335 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

T&B Planning, Inc. 37

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Packet Pg. 336 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

38 on call planning support services - laguna hills

TRACY ZINN
President/CEO
Cell: 714.397.4224
[email protected]
www.tbplanning.com

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Packet Pg. 337 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

Prepared For: City of Laguna Hills
Prepared By: T&B Planning
March 17, 2023
Revised: May 23, 2023

PROPOSAL FOR

ON CALL PLANNING SUPPORT SERVICES - FEE SCHEDULE

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Packet Pg. 338
Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

2 ON CALL PLANNING SUPPORT SERVICES - LAGUNA HILLS

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Packet Pg. 339 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

T&B PLANNING, INC. 1
Compensation
H

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Packet Pg. 340 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

2 ON CALL PLANNING SUPPORT SERVICES - LAGUNA HILLS

COMPENSATION

INTRODUCTION
We acknowledge and have reviewed Section V of the Request for Proposal (RFP) document, which outlines the specifi c requirements and instructions for submitting our proposal. However, given that the type and volume of services required are unknown, we are unable to provide an accurate cost estimate at this time. In an effort to represent costs for services, we’re providing two scenario cost estimates below to illustrate T&B Planning’s billing methodology. The actual fees may vary based on the unique requirements and characteristics of a specifi c application and set of plans submitted to the city. Please note that all work performed by T&B Planning for the various on-call planning services tasks will be billed on time and materials. Should the city be able to provide an estimate of the volume of permit activity and services on a monthly or annual basis, we would be happy to provide a more precise preliminary cost estimate.
1st Scenario - Conditional Use Permit

1. Projected support hours: 40

2. Anticipated number of site visits, city hall visits, hearing/meetings: 4

3. Total Cost including reimbursables: $5,655
Principal Director
Senior
Project
Manager
Planner Total Hours Total Cost
$235.00 $205.00 $185.00 $95.00
CUP 2 5 10 23 40 $5,530
$5,530
$125
$5,655
T&B Planning Fee Schedule - CUP
Total Fees
Task Description
Total T&B Labor Fees
Reimbursables
Principal Director
Senior
Project
Manager
Planner Total Hours Total Cost
$235.00 $205.00 $185.00 $95.00
Plan Check Review 2 5 13 20 $2,570
$2,570
$35
Total Fees $2,605
T&B Planning Fee Schedule - Plan Check Review
Task Description
Total T&B Labor Fees
Reimbursables
2nd Scenario - Plan Check Review

1. Projected support hours: 20

2. Anticipated number of site visits, and city hall visits: 1

3. Total Cost including reimbursables: $2,605

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Packet Pg. 341 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

T&B PLANNING, INC. 3
TASKS
Please note that all costs associated with our services are subject to the type of document to be reviewed and the extent required. Furthermore, please note that our services can also include peer review of CEQA documents should that service be of interest to the city.

Task 1 – Entitlement and Planning Services

1. Ministerial Permit Processing.

2. Plan Check/Plan Review.

3. Discretionary Application Processing.

4. Preparation of Public Hearing Documents.

5. Zoning Compliance and Enforcement.

Task 2 – Environmental Review/CEQA Compliance

1. CEQA Documents and Notices.

2. CEQA Exemptions.

3. CEQA Strategy.

4. Mitigation, Monitoring and Reporting Programs.

5. Technical Report Review.

6. Visual Quality & Light/Glare Analysis and Review.

Task 3 – Additional Services

1. Housing Element Implementation.

2. Transformation of static maps and graphics into interactive ArcGIS maps or any other ArcGIS mapping services.

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Packet Pg. 342 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

4 ON CALL PLANNING SUPPORT SERVICES - LAGUNA HILLS

SCHEDULE OF FEES
Senior Principal .............................................................................................. $275.00/Hour Principal .......................................................................................... $225.00 - $275.00/Hour Director .......................................................................................... $205.00 - $225.00/Hour Senior Associate ............................................................................. $185.00 - $205.00/Hour Senior Project Manager/Development Manager .......................... $185.00 - $205.00/Hour Project Manager ............................................................................. $145.00 - $165.00/Hour Graphics Manager/GIS Specialist ................................................... $135.00 - $155.00/Hour Senior Planner ................................................................................ $135.00 - $155.00/Hour Assistant Project Manager ............................................................. $125.00 - $145.00/Hour Project Coordinator .......................................................................... $90.00 - $135.00/Hour Development Associate/Environmental Analyst/Planner ................ $85.00 - $125.00/Hour Technician – Graphics & GIS ............................................................. $75.00 - $115.00/Hour Executive Assistant/Accounting Manager .......................................... $65.00 - $90.00/Hour T&B Planning’s hourly rates are billed on one-quarter-hour (15 minutes) increments. Labor fees do not include out-of-pocket expenses (including, but not limited to, blueprinting, duplicating/copying, reproduction, GIS data acquisition fees, aerial photography, site photos and delivery services). These expenses will be billed at cost plus 15% for administration. Expert testimony and litigation support services will be billed at double the above labor rates. Mileage is charged at the current Internal Revenue Service reimbursement rate.

The fees, rates, and/or unit prices set forth above shall remain fi xed and unchanged for the fi rst two years of the term of the Agreement (i.e., from approximately June 2023 to June 2025). Thereafter, T&B Planning, Inc. (“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 in the Agreement. However, approval of any request to adjust Consultant’s fees, rates, and/or unit prices as set forth in the Agreement 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 the Agreement exceed fi ve percent (5%) per year regardless of CPI or any other cost factors.

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Packet Pg. 343 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

T&B PLANNING, INC. 5

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Packet Pg. 344 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

6 ON CALL PLANNING SUPPORT SERVICES - LAGUNA HILLS

TRACY ZINN
President/CEO
Cell: 714.397.4224
[email protected]
www.tbplanning.com

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Packet Pg. 345 Attachment: Attachment C – Professional Services Agreement with T&B Planning, Inc. (3204 : Award of Four Professional Services

1770342.1
1 PROFESSIONAL SERVICES AGREEMENT
CSG Consultants, Inc.
(On-Call Planning and Environmental Consulting Services) THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter “Agreement”) is made and entered into, to be effective the 1
st day of July 2023, 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 CSG CONSULTANTS, 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, on an as-needed and on-call basis, of a qualified full-service planning consulting services firm for the purpose of assisting the City with discretionary entitlement processing, advanced planning, and discretionary case environmental review, which professional planning services will include but not be limited to land use planning, municipal code compliance, development application and plan check review services, land use entitlement processing, environmental review, project management and community development services, as well to provide the City with other on-call land use application review, zoning code compliance, and planning and support services that may be required on an as-needed basis (the “Project”).

B. In response to City's Request for Proposals, dated February 7, 2023, Consultant has submitted to City a proposal, dated March 17, 2023, to provide professional on-call environmental review services, as well as a full range of other as-needed consulting environmental review, compliance, and land use planning and support services that may be required on an on-call basis, to City for the Project pursuant to the terms of this Agreement.

C. Consultant represents and maintains that it is uniquely qualified by virtue of its experience, training, education, reputation, and expertise to provide these professional land use and environmental consulting services to City for the Project and has agreed to provide such services as provided herein. City does not have the personnel, training, or specialized technical expertise necessary to perform the work and services contracted for herein.

D. City desires to retain Consultant to provide such professional 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:

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Packet Pg. 346 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

1770342.1
2 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 planning and environmental review consulting services to City for the Project as set forth in the Proposal/Scope of Work, dated March 17, 2023, 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 March 17, 2023 (“Consultant’s Proposal”) and submitted to City, which shall both be referred to collectively hereinafter as the “Contract Documents.” The Consultant’s Proposal 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 officials, officers, employees, agents and volunteers,

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Packet Pg. 347 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

1770342.1
3 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 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 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

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Packet Pg. 348 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

1770342.1
4 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.

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, on a time and materials basis 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”. 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 July 1, 2023 through June 30, 2025). 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

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5 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.

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

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6 delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this section.

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 July 1, 2023 and ending on June 30, 2028, unless extended by mutual 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: Bradley Misner, AICP, Principal Planner. 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

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7 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 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 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

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8 any nature relating to salary, taxes, or benefits of Consultant’s officers, employees, representatives, agents, or subconsultants or subcontractors, Consultant shall defend, indemnify, 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

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9 or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.

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. The policy shall be endorsed to provide the following: Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.

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

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10 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.

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.

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11 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 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

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12 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.

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.

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13 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.

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.

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14 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 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

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15 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 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

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16 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.

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

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17 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 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

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18 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:

To City: City of Laguna Hills
Attention: City Manager
24035 El Toro Road
Laguna Hills, California 92653
Telephone: (949) 707-2600
To Consultant: CSG Consultants, Inc.

Attention: Cyrus Kianpour, P.E., PLS, President
3707 West Garden Grove Boulevard, Suite 100
Orange, California 92868
Telephone: (714) 568-1010

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

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19 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.

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.
[SIGNATURES ON NEXT PAGE]

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EXHIBIT “A”
CONSULTANT’S PROPOSAL/ SCOPE OF WORK
FOR

ON-CALL PLANNING AND ENVIRONMENTAL REVIEW SERVICES
DATED: MARCH 17, 2023

SCOPE OF SERVICES FOR PROJECT

INCLUDING,

SCHEDULE OF PERFORMANCE
AND

SCHEDULE OF COMPENSATION/ FEES

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P R E P A R E D B Y
CSG Consultants, Inc.

March 17, 2023
3707 W. Garden Grove Blvd., Suite 100, Orange, CA 92868 (714) 568-1010 office | (714) 568-1028 fax | www.csgengr.com Foster City • Pleasanton • San Jose • Sacramento • Newman • Fresno • Paso Robles • Orange

P R O P O S A L T O T H E
City of Laguna Hills
F O R
On-Call Planning Support Services

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ON-CALL PLANNING SUPPORT SERVICES
3707 W. Garden Grove Blvd., Suite 100, Orange, CA 92868 (714) 568-1010 phone | (714) 568-1028 fax | www.csgengr.com Table of Contents
S E C T I O N A Cover Letter 1
S E C T I O N B Company Data 2
S E C T I O N C Resumes and Qualifications of Personnel 4 S E C T I O N D Organizational Chart 10
S E C T I O N E References 11
S E C T I O N F Project Understanding, Overview and Approach 15 S E C T I O N G Communications Plan 17
S E C T I O N H Compensation/Payment Schedule 18
S E C T I O N I Certificate of Insurance 19
S E C T I O N J Certification of Proposal 22

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3707 W. Garden Grove Blvd., Suite 100, Orange, CA 92868 (714) 568-1010 phone | (714) 568-1028 fax | www.csgengr.com Cover Letter
March 17, 2023
City of Laguna Hills
Jay Wuu, Senior Planner
24035 El Toro Road
Laguna Hills, CA 92653
Re: On-Call Planning Support Services
Dear Mr. Wuu,
Thank you for the opportunity for CSG Consultants (CSG) to present its proposal to the City of Laguna Hills (City) for On-Call Planning Support Services.

CSG understands the purpose of the On-Call Planning Support Services contract is to ensure sufficient resources are available for the review and processing of Planning-related matters including, but not limited to, compliance review for both ministerial and discretionary applications, plan review for building permit applications, compliance with the California Environmental Quality Act, participation in the public hearing process, preparation of staff report recommendations and resolutions, and field evaluations and research .

CSG is an employee-owned, California corporation and works solely for public agencies, serving as a seamless extension of municipal staff. We currently furnish planning, environmental, sustainability, building and safety, fire prevention, code enforcement, public works, and a host of additional services to over 250 municipal clients throughout California. We support numerous public agencies with our planning and related services, including but not limited to the following agencies in the region:

City of Fullerton
City of Carson
City Thousand Oaks
City of Garden Grove
City of El Segundo
City of Norwalk
City of Oxnard City of Malibu City of Huntington Beach
For over 30 years, CSG has had a solutions-oriented approach to our work, leveraging our team’s extensive experience and technical expertise to address a wide range of client needs. To meet the City’s needs for facilitating the review and processing of projects’ entitlement requirements, CSG has assembled an on-call team with experience working with jurisdictions across the State, as well as specific abilities to deliver project expediting services.

Our staff can also be augmented by technical subconsultants with which we have teamed on prior projects, as well as specific personnel from CSG’s Building, Code Enforcement, Fire Safety, Engineering, and Construction Management staff. In this way, we can provide the city with comprehensive services for any planning and environmental project.

If additional information or further qualifications are required, please contact Bradley Misner, Principal Planner who will serve as your primary contact.

Bradley Misner, AICP, Principal Planner
(714) 568-1010 Office | (310) 308-7505 Mobile | [email protected] email We look forward to an opportunity to assist the City of Laguna Hills with consultancy services. Please do not hesitate to contact Mr. Misner should you have any questions or require additional information. As President, I have the authority to bind the company. I have read and understood all statements in this request for proposal.

Sincerely,
Cyrus Kianpour, PE, PLS
President

S E C T I O N A

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2 Company Data
CSG Consultants, Inc. (CSG) is a California company with its local office in Orange and headquarters in Foster City, CA. Additional support is available from our other offices in Fresno, San Jose, Pleasanton, Sacramento, Paso Robles, and Newman. Founded in 1991, CSG performs work solely for public agencies, eliminating the potential for conflicts of interest between developers and agencies. In this way, we can focus exclusively on the specific needs of our municipal clients. 1 NAME OF FIRM & ADDRESS: CSG Consultants, Inc.
3707 W. Garden Grove Boulevard, #100, Orange, CA 92868
2 PRIMARY CONTACT: Bradley Misner, AICP, Principal Planner (714) 568-1010 office
3 TYPE OF BUSINESS: California Corporation • Incorporated June 15, 2000 4 FEDERAL ID NUMBER: 91-2053749
5 REGIONAL OFFICES & OFFICE
CONTACT INFORMATION:
550 Pilgrim Drive, Foster City, CA 94404
(650) 522-2500 • [email protected]
1303 J Street, #270, Sacramento, CA 95814
(916) 492-2275 • [email protected]
5151 N. Palm Avenue, Suite 530, Fresno, CA 93704
(559) 819-8725 • [email protected]
3150 Almaden Expressway, #255, San Jose, CA 95118
(408) 618-8300 • [email protected]
3875 Hopyard Road, #141, Pleasanton, CA 94588
(925) 931-0370 • [email protected]
930 Fresno Street, Newman, CA 95360
(559) 819-8725 • [email protected]
806 9th Street, Ste 2A, Paso Robles, CA 93446
(805) 693-2670 • [email protected]
6 STATEMENT OF OWNERSHIP: Privately owned
7 YEARS IN BUSINESS: 31 • Founded in 1991
8 YEARS OF EXP: 10
9 CONTRACTS: Please see examples provided in Section E: References 10 FAILURE TO COMPLETE A
CONTRACT:

None
11 OWNERSHIP: In the process of becoming Employee-Owned. Individuals with greater than 10% are Cyrus Kianpour and Nourdin Khayata.
12 FINANCIAL INTEREST

IN OTHER
LINES OF BUSINESS:

None
13 LITIGATION HISTORY: Please see statement on the following page. 14 TERMINATION OF CONTRACT
FOR CAUSE HISTORY: None

S E C T I O N B

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3 S T A F F C O M P O S I T I O N
The majority of the 350+ individuals within our firm have provided public agency services throughout their entire careers. Our talented personnel, having held positions within communities facing similar development concerns as the City of Laguna Hills, bring a wealth of ideas, experience, and solutions.

Depending upon the needs of our clients, we can serve in either a project-specific or on-call staff augmentation capacity.

Our multi-disciplined municipal services staff consists of the following types of professionals:
 Planning Professionals
 Building Plan Reviewers & Inspectors
 Fire Plan Reviewers & Inspectors
 Structural Engineers
 Plan Review Engineers
 Fire Protection Engineers
 Building Officials
 CASp Professionals
 Permit Technicians
 Code Enforcement Officers
 Grading Improvement Plan Reviewers & Inspectors
 Civil Engineers
 Construction Managers
 Construction Inspectors
 Information Technology Professionals
 Sustainability Professionals

L I T I G A T I O N H I S T O R Y
The following are the legal issues relevant to the City’s requested services which have occurred in the past 5 years
Sweedy VS Town of Atherton. In October 2010 claimant commenced a lawsuit against Town of Atherton alleging that Town Building Department wrongfully issued a certificate of occupancy for her residence. CSG was named in this case since we were providing building services to the Town. The case was settled in 2017 without any monetary compensation from CSG.

Half Moon Bay Trail: The City of Half Moon Bay filed this case against the City’s contractor, the Contractor’s bonding company, and CSG. This case arose out of faulty construction by the contractor who went bankrupt. The contractor was hired for construction of a segment of bike trail in City of Half Moon Bay and the City alleges that there were design defects in the construction of a walking trail. The case was settled with the City in April 2019.

Eric and Jen Hoogeveen: Claimant alleged damages to their sump pump outlet pipe due to a resurfacing project where CSG was providing construction management services in July of 2019. The case was settled in January 2020 for an amount of $2,250.

Stephen Estrella VS City of South San Francisco: Sean Flanagan employee of CSG was driving his own vehicle and allegedly drove over Stephen Estrella foot while working for City of South San Francisco. A claim was made against Sean Flanagan’s auto insurance and damages were paid. On November 14, 2020, a lawsuit was filed against the City of South San Francisco and CSG for the same incident.

Tilafaiga Taape Jr VS Rosemary Hanson and CSG Consultants. The property owner at 34 Visitacion Avenue in Brisbane was named along with CSG for a railing that failed on private property. CSG provides services to the City of Brisbane for building plan review and inspection, CSG was released from the case since we had no involvement in dealing with the condition of the existing railing on private property.

The CSG dismissal forms for this case were completed on March 2, 2021.

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4 Resumes and Qualifications of Personnel

K E Y T E A M M E M B E R S
Bradley Misner will be the Primary Contact. Brief bios for our proposed key team members are provided below and resumes of the proposed team on the subsequent pages.

Bradley Misner, AICP, Principal Planner
To his role as Principal Planner for CSG Consultants, Mr. Misner brings expertise gained from over 25 years in the field, including extensive public agency employment experience. His wide range of municipal planning skills and experience includes current and policy planning, zoning law creation and administration, and public administration.

Ethan Edwards, AICP, Vice President of Planning Services Ethan Edwards will serve as QA/QC for the City. Mr. Edwards will ensure the availability of adequate resources and provide oversight and quality control. As the Director of Planning Services for CSG, Mr.

Edwards oversees the departments of planning, environmental, and sustainability. He brings expertise in current and advanced planning, design review, coastal development review, CEQA compliance and projects in local jurisdictions, project and planning staff management – from over 20 years of increasingly complex land use planning and management experience in Orange and Los Angeles Counties. His duties typically included project management, scheduling, budgeting, reviewing and preparing reports, participation in public hearings and presentations to elected officials and commissions. Mr. Edwards has served in various director and management roles throughout his planning career.

Leila Carver, PTP, Senior Planner
Ms. Carver serves as a Senior Planner for CSG Consultants. She has expertise in project management, CEQA, GIS and demographic research and excels in leadership and customer service. She gained skills and knowledge in many areas of transportation planning from her nine years of experience with Caltrans. Ms. Carver is an independent worker, has outstanding verbal and written communication skills, and is an integral part of the CSG team.

Nancy Mith, Associate Planner
Ms. Mith serves as an Associate Planner for CSG Consultants. With six years of experience serving jurisdictions in Southern and Northern California, Ms. Mith provides planning services to agencies using her knowledge of administering municipal codes, application of CEQA knowledge to entitlements and design reviews, and her highly developed verbal and written communication skills in providing information to the public and other departments within agencies. Ms. Mith has a strong creative background and is proficient in AutoCAD, architectural drafting, Sketch Up, GIS and Photoshop.

Glenn Lajoie, AICP, Director of Environmental Planning
Mr. Lajoie has over 30 years of experience in the practice of CEQA/NEPA environmental review and Community Planning/Policy Development for clients and agencies throughout California. His skill set includes project and budget management, quality assurance, meeting facilitation, agency staff service assistance, and third party/peer review verification of analysis and findings.

S E C T I O N C

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5 Bradley

EDUCATION
Bachelor of Science, Geography and
Group Social Science
Western Michigan University |
Kalamazoo, MI
Continuing Education Coursework:

Land Use Law
California Environmental Quality Act
(CEQA)
Subdivision Law
University of California, Los Angeles –
Extension | Los Angeles, CA

PROFESSIONAL AFFILIATIONS
American Planning Association
American Institute of Certified
Planners
Misner AICP
Principal Planner
To his role as Principal Planner for CSG Consultants, Mr. Misner brings expertise gained from over 25 years in the field, including extensive public agency employment experience.

His wide range of municipal planning skills and experience includes current and policy planning, zoning law creation and administration, and public administration.

R E L E V A N T E X P E R I E N C E
Community Development Director | City of Benicia, CA
Mr. Misner directed the Planning and Building Division functions and managed consultants; prepared and managed department budget ($3 million); served as the Zoning Administrator; was a member of the Executive Management Team; responsible for implementation of electronic plan review and application submission, permit tracking automation, and development process improvements; and directed and coordinated housing policy discussions and preparation of Housing Element, including leading the establishment of objective planning standards in response to State Legislation requiring streamlined review of qualifying housing projects.

Community Development Director | City of Millbrae, CA
Mr. Misner served as Interim Director in September 2018, hired permanently in January 2019; directed functions and services of the Planning, Housing, Economic Development, Building, and Code Enforcement divisions; directed and supported the Planning Commission; provided project management for significant TOD developments; prepared policy support and prepared reports, recommendations to City Council; and managed department budget ($2.9 million).

Director of Planning and Neighborhood Services | City of Milpitas, CA Mr. Misner directed the City Planning, Housing, and Neighborhood Services Divisions, managing 14 full-time employees and various consultants, and a $3.6 million department budget. He was responsible for hiring, training and mentoring planning, housing, and code enforcement staff. Additional responsibilities included the City’s General Plan Update and associated consultant and budget management and serving as liaison to the Planning Commission and as a member of the Executive Management Team.

Principal and Owner | Davis and Misner, LLC, Danville, CA Mr. Misner provided project management and consulting services to private clients and municipalities in California. His work included project review, report preparation and analysis, compliance review with General Plan policies and Zoning Ordinance regulations.

Principal Planner | City of Santa Monica, CA
Mr. Misner worked in several roles of increasing responsibility during his 18-year tenure with the City’s Planning Division. As Principal Planner, he supervised a team of five planners, one staff assistant and various consultants; was a member of four-person team which drafted a comprehensive update to the City’s Zoning Ordinance established in 1988. Other accomplishments and duties in his planning roles included:
• Preparing and presenting staff reports involving major projects and policy analysis to the Planning Commission and City Council
• Assisting the Director as Ombudsman to the Business Community • Serving as a member of a public/private alliance established for business retention and attraction
• Analyzing, processing, and negotiating complex land-use applications and development agreements
• Preparing reports and presenting recommendations to Planning Commission/City Council

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6 Ethan

EDUCATION
Bachelor of Science, Urban and
Regional Planning
California State Polytechnic University
| Pomona, CA

PROFESSIONAL

AFFILIATIONS
American Planning Association |
Orange County Chapter
Los Angeles Chapter
Northern Chapter
Central Chapter
American Institute of Certified
Planners
International City/County
Management Association
Association of Environmental
Professionals
Edwards AICP
Vice President of Plann ing Ser vices
Mr. Edwards serves as the Vice President of Planning Services for CSG Consultants. To this role, he brings expertise in current and advanced planning, design review, coastal development review and CEQA, project and planning staff management, and professional practice building – from over 24 years of increasingly complex land use planning and management experience in Orange and Los Angeles Counties, northern California and the State of Oregon. Prior to joining CSG, Mr. Edwards served as a planner for several public and private sector organizations, and has served in various management roles including Community Development Director, Planning Manager and Principal Planner.

R E L E V A N T E X P E R I E N C E
Acting Community Development Director/Planning Manager | City of Carson, CA Mr. Edwards served as the Acting Planning Manager and Community Development Director for the City of Carson where his duties included oversight of the Planning Department (including CSG staff), project management, scheduling, budgeting, agenda review and participation in public hearings. He also managed the City’s on-call environmental and design consultants and provided direction on the comprehensive General Plan Update.

Principal Planner | City of El Segundo, CA
As a contract Principal Planner, Mr. Edwards manages complex discretionary and administrative permits including Development Agreement negotiation, environmental impact report management; prepares agendas, reviews and prepares reports; conducts presentations to elected officials, commissions, and citizen groups.

Planner | City of Huntington Beach, CA
While working with the City of Huntington Beach, Mr. Edwards managed discretionary and administrative permits; mentored staff; prepared agendas, reviewed and prepared reports, and interpreted zoning regulations as the Zoning Administrator Liaison; oversaw environmental consultants; and provided City management solutions for permit processing streamlining and customer service strategies.

Planning Manager | Baysinger Partners Architecture, Portland, OR Mr. Edwards’ duties as Planning Manager included: supervising the planning and entitlement division; managing staff priorities and department budget; preparing and processing applications for public and private development projects; providing consultant coordination and project management; and professional practice building.

Planner | City of Beaverton, OR
Mr. Edwards provided project management for current planning projects; assisted in design review code revisions; gave presentations to elected officials, commissions, and citizen groups; and served as the City staff liaison for an inter-jurisdictional commuter rail project and committee.

Associate Planner | City of Santa Monica, CA
Mr. Edwards gave presentations to zoning administrator, planning commission, and architectural review board and prepared reports for a variety of entitlement projects while working for the City of Santa Monica.

Associate Planner | Civic Solutions, San Juan Capistrano, CA Mr. Edwards provided contract planning, grant writing/management services for the cities of Rancho Santa Margarita, San Gabriel, and Santa Monica.

Community Planner | RBF Consulting (Michael Baker Int.), Irvine, CA Mr. Edwards worked as part of the Urban Design Studio group, preparing development code updates and design guidelines, assisted with urban design community outreach and revitalization implementation plans and recommendations, and provided contract planning service.

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Packet Pg. 374 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

7 Leila

PROFESSIONAL AFFILIATIONS
American Planning Association (APA)
|Vice Director Finance, Board Member
for California Chapter Orange Section
Professional Transportation Planner
Transportation Professional
Certification Board

EDUCATION
Master, Urban and Regional Planning
California State Polytechnic University
| Pomona, CA
Bachelor of Arts, Political Science
California State University
| Fullerton, CA
AWARDS
Superior Accomplishment Award, 2015
Participation and leadership on the
Caltrans Development Review
Geobased Tracking System software
application

PRESENTATIONS
Panelist for UCI Diversity Panel for
University of Irvine, CA
Moderator for APA Orange Section
Program July 2020, Zoom
Carver PTP
Senior Planner
Ms. Carver serves as a Senior Planner for CSG Consultants. She has expertise in project management, CEQA, GIS and demographic research and excels in leadership and customer service. She gained skills and knowledge in many areas of transportation planning from her nine years of experience with Caltrans. Ms. Carver is an independent worker, has outstanding verbal and written communication skills, and is an integral part of the CSG team. She is currently serving as a Board Member for the APA California Chapter, Orange Section.

R E L E V A N T E X P E R I E N C E
Planner | City of El Segundo
Ms. Carver serves as a contract planner for the City of El Segundo where she manages complex discretionary permit cases and assists the City with the SB-2 Grant Administration. Ms. Carver conducts project review, prepares staff reports and notices, presents to community and stakeholders and coordinates with applicants and their consultants as part of these efforts.

Planner | City of Laguna Niguel
Ms. Carver serves as a contract planner for the City of El Laguna Niguel where she manages discretionary permit cases. Ms. Carver conducts project review, prepares staff reports and notices, presents to community and stakeholders and coordinates with applicants and their consultants as part of these efforts.

Consulting Planner | City of Burbank
Leila supports the Planning Division with the review and processing of several proposed singlefamily development special development permits in compliance with the City’s requirements for Neighborhood Compatibility Review. She coordinates to obtain conditions of approval and provide findings to prepare approval letters in coordination with City staff, conducts site visits and reviews the Municipal Code, Design Guidelines to establish recommendations for a development that would maintain the architectural integrity and compatibility with the existing neighborhood.

Planner | City of Rolling Hills
Ms. Carver supports the Planning Director for the City of Rolling Hill including preparation of the City’s Annual Progress Report for the Housing Element, and other planning services.

Planner | Town of Colma
Leila provides planning services to the Town of Colma by assisting with the Town’s General Plan Update and Environmental Impact Report, and Climate Action Plan Update.

Planner | City of Carson
Ms. Carver served as a planner for the City of Carson where she managed several complex discretionary permit cases. Ms. Carver conducted project review, managed schedules, prepared staff reports and notices, presented to Planning Commission and stakeholders and coordinates with applicants and their consultants as part of these efforts. She also participated in the Community Outreach and Public Participation team including attending multiple community events to solicit input from public/community for General Plan Update.

Planner | City of Compton
As a contract Associate Planner, Ms. Carver reviewed various development plans, prepared comment letters, and assisted City Staff with priority projects. She managed the development review for a transitional housing project for a discretionary permit application for a conversion from existing hotel to transitional housing project with supportive services. She also participated in the community outreach efforts/charrettes for a new Downtown Specific Plan with City staff.

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Packet Pg. 375 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

8 Nancy

EDUCATION
Bachelor of Science, Urban and
Regional Planning
California State Polytechnic University
| Pomona, CA

MEMBERSHIPS
American Planning Association (APA)
Mith
Associate Planner
Ms. Mith serves as an Associate Planner for CSG Consultants. With her five years of experience with jurisdictions in Southern and Northern California, Ms. Mith provides planning services to agencies using her knowledge of administering municipal codes, application of CEQA knowledge to entitlements and design reviews, and her highly developed verbal and written communication skills in providing information to the public and other departments within the agencies. Ms. Mith has a strong creative background and is proficient in AutoCAD, architectural drafting, Sketch Up, GIS and Photoshop.

R E L E V A N T C S G E X P E R I E N C E
Associate Planner | City of Laguna Niguel, CA
As a Consulting Planner at the City of Laguna Niguel, Ms. Mith provides staff augmentation and functions as an extension to City Staff. Ms. Mith assists with the daily counter operations including assisting customers with current Planning inquiries, processing administrative applications, reviewing zoning code regulations, and coordinating with various City and external departments. Ms. Mith also manages and processes several entitlements including Use Permits and Site Development permits for projects including both residential and commercial remodels and additions, as well as wireless facilities modifications and minor adjustments.

Associate Planner – SB2 Grant Program | City of El Segundo, CA Ms. Mith provides assistance with the daily tasks associated with the SB2 Planning Grant Program (Program) that the City is processing as part of their Housing Element Update. As part of the ongoing tasks for the Program, Ms. Mith helped conduct a sites inventory analysis to locate potential sites for additional housing that would help the City meet its Regional Housing Needs Allocation. She prepared a community outreach plan that included options for safer community engagement that is appropriate for the current climate, and as part of the community outreach efforts, Ms. Mith also developed a Housing Needs survey to be utilized in upcoming Program workshops. Ms. Mith continues to provide support to the City and assists with additional tasks to help bring the Program to completion.

Associate CEQA Planner | Town of Colma, CA
Ms. Mith provides Associate Planner services to the Town of Colma by assisting with the General Plan Update and the draft Environmental Impact Report.

Associate Planner | Multiple CSG Client Agencies
As a Consulting Planner for the Cities of Gustine, Pasadena, Carson, Hawaiian Gardens, and Garden Grove, Ms. Mith supports City Staff by assisting with project plan review, answering customer inquiries, and coordinating with City Staff to ensure completeness and timeliness of project review. She reviews new and rehabilitated landscape projects to verify compliancy with State mandated landscape efficiency requirements. Specifically, Ms. Mith reviews the project’s annual water budget calculations and ensures that the proposed landscape project does not exceed the State’s maximum allowed water usage.

Housing Specialist | City of Hawaiian Gardens, CA
Ms. Mith served as a Housing Specialist where she managed the City’s Beautification Program.

Herresponsibilities included project management, soliciting and reviewing applications, site visits, creating scopes of work, writing and distributing requests for proposals for contractors, and consultant coordination. She also wrote staff reports and prepared presentations for public hearings regarding the Program.

A D D I T I O N A L E X P E R I E N C E
Assistant Planner | Cities of West Hollywood and Claremont, CA As a contract Assistant Planner for the Cities of West Hollywood and Claremont, Ms. Mith reviewed multi-family residential development plans, drafted and sent out corrections notices, assisted with drafting conditions of approval documents and staff reports, researched the City’s codes to ensure projects’ compliancy with the City standards, and assisted with a development study to research and compile data on the existing conditions of multi-family developments.

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Packet Pg. 376 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

9 Glenn

EDUCATION
Master’s Degree in Public Policy
and Administration
California State University
Long Beach, CA
Bachelor of Arts, Geography
/ Urban Studies
California State University
Long Beach, CA

PROFESSIONAL AFFILIATIONS
American Planning Association (APA)
Association of Environmental
Professionals (AEP)
Lajoie AICP
Director of Environmental Planning
Mr. Lajoie has over 35 years of experience in the practice of CEQA/NEPA environmental review and Community Planning for clients and agencies throughout California. His range of environmental review studies has included policy, land development and infrastructure projects. Along with an extensive background in CEQA/NEPA, his practices have also encompassed policy planning programs, such as General Plans, Specific Plans, neighborhood studies and due diligence analysis. Mr.

Lajoie’s skill set includes project and budget management, quality assurance, meeting facilitation, agency staff service assistance, and third party/peer review verification of analysis and findings. His primary objective as a professional planner has always focused on assuring integrity, quality and legal defensibility of analysis and processes, culminating in win-win solutions for clients and communities.

Mr. Lajoie has an extensive background with local and regional agencies throughout California. The geographic context is wide ranging including: resort and destination projects in the Town of Mammoth Lakes; numerous infrastructure and water availability/desalination project reviews in the Community of Cambria; city center and neighborhood revitalization opportunities in Lancaster: over two million square feet of expansion for the Raytheon Corporate facility in El Segundo; Long Point (Terranea Resort) in Rancho Palos Verdes; downtown high rise and mixed-use proposals in Long Beach; The 2035 General Plan Update for Buena Park; buildout of the Cypress Business Park Master Plan in Cypress; campus modernization and enhancement projects at the University of California, Riverside and the master plan for beautification and growth at the Hotel Del Coronado.

RELEVANT PROJECT EXAMPLES
 Amazon Delivery Station IS/MND, West Covina
 Beverly Hills Gardens and Montage Hotel Mixed Use Project EIR  Brookhurst/Adams Intersection Improvements EIR, Huntington Beach  Dana Point Town Center IS/MND, Dana Point
 Department of Water and Power Specific Plan Amendment EIR, Seal Beach  Downtown Fairfield Justice Center Campus IS/MND, Solano County  Historic Downtown Upland Specific Plan/EIR, Upland
 Hyundai North American Corporate Campus EIR, Fountain Valley  In-house CEQA Training, Laguna Beach
 Janss Marketplace Hotel EIR, Thousand Oaks
 Lincoln (Nelles) Specific Plan EIR, Whittier
 Mammoth Yosemite Airport Regional Air Service IS/MND, Mammoth Lakes  Manteca Marketplace Section 15183 CEQA Consistency Checklist, Manteca  Mission Viejo Medical Center Office Building EIR
 North Third Street Mixed Use IS/MND, Burbank
 Oasis Road Specific Plan Master EIR, Redding
 On-call Environmental Planning Service, Calaveras County  On-call CEQA Review, Colma
 Palmdale Transit Village Specific Plan/EIR, Palmdale
 Piercy Road Industrial Warehouse IS/MND, San Jose
 Robinson Ranch North EIR, Yucaipa
 South Pasadena Downtown Revitalization Project EIR, South Pasadena  South San Francisco 2040 General Plan Update EIR
 Southeast Development Area Specific Plan Program EIR, Fresno  The Colonies at San Antonio Specific Plan EIR, Upland.

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Packet Pg. 377 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
10 Organization Chart
CSG’s business model is to serve as an extension of municipal staff - working solely for public agencies and not for private developers. Our team members excel at customer service and maintain CSG’s high standards of integrity, responsiveness, and work quality. We do this seamlessly, minimizing disruption to the City’s existing workflows and processes. All proposed staff will be located out of our Orange office.

We take pride in providing project managers who have a variety of project experience, who are motivated to excel in the Planning field, and who have technical and customer service skills that are crucial to on-the-job success.

Bradley Misner, AICP
Principal Planner

PLANNING TEAM
Leila Carver, PTP
Senior Planner
Nancy Mith
Associate Planner

S E C T I O N D
Ethan Edwards, AICP
Vice President, Planning Services
QA/QC

CONTRACT MANAGER

PROJECT MANAGER
Glenn Lajoie, AICP
Director of Environmental Planning

ENVIRONMENTAL

RESOURCES

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Packet Pg. 378 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
11 References
Our record of success with our clients is outstanding, and we encourage you to contact our references.

The following is a partial list of references for which CSG has provided similar planning services.

City of Fullerton
Sunayana Thomas
Interim Director of Community & Economic Dev.
303 W. Commonwealth Ave.

Fullerton, CA 92832
(714) 738-6837
[email protected]
Planning Services
2021−Ongoing
City of Thousand Oaks
Kelvin Parker
Community Development Director
2100 Thousand Oaks Blvd.

Thousand Oaks, CA 91362
(805) 449-2500
[email protected]
Planning Services
2021−Ongoing
City of Norwalk
John Ramirez
Community Development Director
12700 Norwalk Boulevard
Norwalk, CA 90650
(562) 929-5700
[email protected]
Planning Services
2020−Ongoing
City of Carson
Saied Naaseh
Community Development Director
701 E. Carson Street
Carson, CA 90745
(310) 952-1761 x13654
[email protected]
Planning Services
2016−Ongoing
City of Garden Grove
Maria Parra
Planning Manager
11222 Acacia Parkway
Garden Grove, CA 92840
(714) 741-5312
[email protected]
Planning Services
2017−Ongoing
City of El Segundo
Eduardo Schonborn
Planning Manager
350 Main Street
El Segundo, CA 90245
(310) 524-2312
[email protected]
Planning Services
2016−Ongoing

S E C T I O N E

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Packet Pg. 379 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
12 P R O J E C T E X A M P L E S
Our track record of success is outstanding. The following is a small sampling of on-call contracts and projects performed under our On-Call Planning and Environmental consulting services, similar to those requested by the City. Additional examples and references are available upon request.

Staff Augmentation Services | City of Fullerton, CA
2021-Ongoing
CSG staff currently provide project management, entitlement, plan review, managerial, and housing related services to the City of Fullerton. Staff is managing complex land use entitlements, provides daily supervision of staff, coordinates and presents internal staff review committee meetings, prepares staff reports, resolutions, conditions of approval, and housing compliance reports. CSG staff has also worked in an advisory role to help create strategies, including creation of standards, for Housing Element compliance.

Key Personnel: Bradley Misner (Project Manager), Vince Fregoso Staff Augmentation Services | City of Thousand Oaks, CA 2021-Ongoing
CSG staff currently work with the City of Thousand Oaks to provide staff augmentation planning services by reviewing plans for compliance with zoning, design standards, and procedural requirements.

Additionally, our staff help research land use issues, trends, and best practices and are assisting with the preparation of new land use regulations including ordinance amendments on self-storage facilities.

Key Personnel: Brenna Wengert (Project Manager)
Staff Augmentation Services | City of Burbank, CA
2018-Ongoing
CSG provides as-needed planning services for the City. Services include reviewing single family development permits to comply with the cities’ design guidelines and neighborhood compatibility review, working with the applicants and city staff to create compatible development projects within the existing historical neighborhoods and special districts, and drafting approval letters, mailing notices and sign requirements.

Key Personnel: Ethan Edwards (Principal in Charge), Leila Carver (Project Manager), Nancy Mith Staff Augmentation Services | City of Laguna Niguel, CA 2021-2022
CSG provided planning support services to the City of Laguna Niguel. Services include site plan reviews, entitlement processing, and public counter support.

Key Personnel: Ethan Edwards (Principal in Charge), Nancy Mith Planning Services | City of Garden Grove, CA
2014-Ongoing
CSG staff currently provides project management and staff augment planning services to the City of Garden Grove. Staff manages the entitlement process for various priority developments and serves as the main point of contact representing the City. Staff also provides plan review, plan check and public counter coverage services.

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Packet Pg. 380 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
13 Planning Services | City of Carson, CA
2016-Ongoing
CSG provides on-call planning and environmental services to the City of Carson. As part of this process, our Planning Lead manages technical consultants, provides document review, conducts community outreach, and attends community and City Council meetings. Our staff is currently managing The District at South Bay Specific Plan amendment for a modification to the permitted land uses and development standards for a portion of its 157-acres. The site remains undeveloped, as it was used as a landfill site for the deposition of waste/refuse from areas throughout Los Angeles County between 1959 and 1965, prior to the incorporation of the City of Carson.

Planning Services | City of Norwalk, CA
2020-Ongoing
CSG staff is currently managing the Norwalk Transit Village project, a 32-acre Mixed Use Eco-District in the City of Norwalk. The property sits roughly 0.25 acres from a Metrolink Station and is immediately adjacent to a 9.4-acre public park. The project will include up to 770 dwelling units (40% affordable), ample open space, a 150-key hotel, and neighborhood commercial space. CSG’s responsibilities include drafting the Specific Plan, managing the CEQA compliance document (in this case, an EIR), Public Outreach, management of due diligence activities and a Remediation Action Plan, entitlement processing and Project Team management. This unique project will occupy the site of a former Stateowned Youth Correctional Facility and is subject to the Surplus Land Act.

Planning Services - Los Angeles Charger Facility | City of El Segundo, CA 2016-Ongoing
For this project to develop the Los Angeles
Chargers headquarters and training facility, CSG’s
Planning team, Leila Carver and Brad Misner,
assumed a project manager role in working with
the applicants to process the requisite
entitlements which including an EIR Addendum,
Development Agreement Amendment, Minor
Amendment of the Smoky Hollow, Specific Plan,
Vesting Tentative Tract Map, and Site Plan Review.

CSG successfully presented the entitlement
package, staff reports, resolutions, and project presentation to both the Planning Commission and the City Council, and both were approved. CSG’s team is also assisting the City with the realignment of the Nash Street Extension. In this role, we are ensuring that the street design is consistent with the Specific Plan and incorporates the requisite median design and sidewalk and bike lane improvements. All together this 14-acre project comprises a three-story, 143,702 sf headquarter facility with office space, studio space, and player training; three practice fields, storage buildings, 347 parking spaces, and privacy netting along eastern and southern boundaries.

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Packet Pg. 381 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
14 Planning Services | City of El Segundo, CA
2016-Ongoing
CSG staff provides project management and entitlement
processing services for the City of El Segundo. We
currently manage several high-profile projects, including a ±140-acre mixed use site on the former Raytheon
manufacturing site and a mixed-use media campus.

Another noteworthy project is the Smoky Hollow Specific Plan Amendment and EIR for the Grand Kansas II Project.

CSG staff provides entitlement project management and
conducted a peer review of the environmental
documentation for this office and commercial development. Our services also include Site Plan Review, Specific Plan Amendments, Coastal Development Permits, public outreach and grant administration.

Staff Augmentation Services | Town of Colma, CA
2011-Ongoing
CSG has provided complete Planning Staff Augmentation services to the Town of Colma since 2011.

During this time, CSG Planners have served as the Town’s planning staff, including City Planner. This includes the processing of moderate and large development applications. Examples of specific policy planning services include updating the Town’s Climate
Action Plan, completion of its Local Hazard Mitigation
Plan, Development Fee Ordinance, Smoking Ordinance,
Housing Ordinances, and Economic Development Plans.

CSG staff is currently managing an update to the Town’s General Plan and GP EIR, and a Streetscape Master Plan
for Serramonte Boulevard and Collins Avenue.

General Plan Update EIR | Town of Colma, CA
2022-Ongoing
The Town of Colma (Town) is in the process of updating
its 2040 General Plan. CSG is assisting with the Town’s General Plan Update (GPU) by providing the
environmental review and public meeting process for the GPU EIR.

Rancho Del Mar Affordable Housing Overlay Zone IS/ND | City of Rolling Hills, CA 2019-2020
CSG prepared an environmental document to evaluate the potential environmental effects of a MixedUse Multi-Family Overlay Zone (Rancho Del Mar Affordable Housing Overlay Zone). The project included all associated General Plan Land Use Element updates as well as all related Zoning Ordinance and associated Map changes. The proposed mixed-use, multi-family overlay zone would accommodate the existing uses on the site and allow for new multi-family units to be developed at a future date. While preparing the IS/ND for the initial overlay zoning, General Plan and Zoning Ordinance changes, CSG was able to assist the City with initializing all associated CEQA requirements for the Housing Element updates for the 4th and 5th Cycle updates by the end of the calendar year 2020.

City of El Segundo – Entitlement Processing
Town of Colma – General Plan Update

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Packet Pg. 382 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
15 Project Understanding, Overview
and Approach

U N D E R S T A N D I N G A N D O V E R V I E W
CSG understands that the City of Laguna Hills is looking to obtain Planning-related project management and coordinator services to ensure the availability of resources for the community. Our senior and associate staff are equipped with the experience and knowledge to be able to provide the following services to the City upon issuance of a Task Order:

Project Initiation: A vital element in successful project management is understanding the regulatory framework and the goals, policies, and core values of the City. This effort includes reviewing all key documents such as the General Plan, the 6th Cycle Housing Element Update, the Laguna Hills Zoning Code, and the Urban Village Specific Plan. We understand the importance of immersing ourselves into the City’s community, culture, and character to gain better insight of the essential elements that make up the City. CSG staff will meet with city staff in-person to begin building our relationship and to meet key personnel to establish effective communication protocols. Our goal is to establish a mutual understanding of key issues and expectations, so that a clear path is developed to ensure project milestones are met and budget is managed.

Project Coordination: We understand that highly responsive, coordinated, and responsible review of project applications is a critical service of the Planning Division. CSG is positioned to provide highly qualified personnel to assist the city with the review and processing of a multitude ministerial and discretionary planning applications.

Our planning staff are highly experienced and provide project management services for a variety of municipalities throughout California. Further, we are well versed in preparing and making presentations to boards, commissions, and councils, inter-departmental review and coordination, the California Environmental Quality Act, and working with project applicants, the public, and appointed and elected board and council members.

A P P R O A C H
Our senior staff will be involved in the overall management and quality assurance of document reviews. We communicate regularly and often, and as needed, through project check-in calls with the City. This allows us to gauge any potential issues and resolve them in a timely manner. Internally, CSG conducts weekly staff meetings in which project issues are discussed to find potential solutions to issues that may arise. These meetings and any other internal discussions with CSG staff are conducted in confidence. We will bring this same approach to the City’s tasks. At CSG, we act as project managers in most of our efforts, but we are first and foremost, planners.

Our goal is to always perform as a “partner planner” for our clients, providing additional support and services to existing agency staff members. CSG’s project managers bring decades of project management experience, implementing best practices, while delivering work products on time and within budget.

We believe that a comprehensive approach to project management includes attention to land planning, economic feasibility, urban design, and the environment. Our project management philosophy is built upon the anticipation of, and preparation for, all issues that may arise throughout the planning process. By constantly considering and developing the appropriate process and plan to address political, environmental, social, and design challenges/opportunities, we can better serve the City while delivering the highest quality CSG stays abreast of the
ever-changing COVID-19
restrictions and regulations
and their impact on
business activities. CSG will
adhere to all protocols that
the City has established for
interactions with the public
and project applicants, and
for presentations and
attendance at planning
commission and city council
meetings.

S E C T I O N F

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Packet Pg. 383 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
16 product. Our management team of senior professionals will work in close partnership with City staff to ensure continuous coordination of our proposed project schedule and budget. They will assist the City in determining planning and environmental review requirements with support from additional CSG planners and technical staff that allow our team to provide a wide range of services in a cost-effective manner.

P R O J E C T M A N A G E M E N T
CSG’s project management philosophy is built upon the anticipation of, and preparation for, all issues that may arise throughout the project process. We provide full-service project management for priority development projects. Our project managers are seasoned and have years of experience managing complex, high-profile projects that require an elevated level of engagement and coordination to ensure success.

Q A / Q C
CSG’s project approach for Quality Assurance/Quality Control (QA/QC) places emphasis on the active participation of experienced senior staff, responsiveness to the unique demands of each client and project, active project management, and effective communication of planning and environmental information to the decision makers and the public. Our commitment to this approach has resulted in successful performance on a wide variety of assignments and long-term relationships with our clients.

A D D I T I O N A L S E R V I C E S
Environmental Planning
CSG has the environmental staff resources to manage and prepare clear, concise, and legally defensible environmental documents under the California Environmental Quality Act (CEQA)/National Environmental Policy Act (NEPA) for large and small projects. We can assist the City and its project proponents with the preparation of appropriate:
 CEQA documents and technical analyses
 Peer reviews of technical studies or CEQA documents, whether EIRs or IS/MNDs  Environmental Assessments (EAs)
 Categorical Exclusions (Cat Exs)
 Findings of No Significant Impact (FONSI) per NEPA.
 Responses to Comments
 Statement of Overriding Considerations
 Findings and Facts.

Our planners provide comprehensive project management through the CEQA review process and offer:
 Project stakeholder coordination
 Filing of public notices
 Participation in public hearings
 Planning commission and/or city council meetings attendance and presentations Current Planning
CSG’s Planning team serves as a seamless extension of agency staff in providing contract staff support, entitlement services and project management for a variety of project types. We excel at interfacing with public agencies and elected officials, undertaking a wide range of current planning issues, and serving as case planners, applicant liaisons, or even assisting the public at the counter. Our staff planners perform daily planning activities including but not limited to zoning review and compliance, project entitlement services, Subdivision Map Act compliance, site plan review and design review. We offer expertise in coordinating with project applicants and agency staff. In addition, our planning staff prepare staff reports and make presentations to planning commissions, city councils, and boards of supervisors.

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Packet Pg. 384 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
17 Communications Plan
CSG staff creates and monitors project timelines, schedules with milestones, monitors budgets, and identifies required project materials. CSG will schedule bi-weekly meetings to ensure City staff is informed of the progress of the assigned tasks. An updated project schedule and all appropriate deliverables will be provided at every meeting to maintain accountability and transparency.

CSG staff are available for conferences anytime during regular business hours via telephone, 8:00 AM to 5:00 PM, Monday through Friday. Given the nature of the assigned tasks, Planning and project management staff offer greater availability, and we can easily alter our hours to accommodate the City’s needs. Evenings and weekends for special events and meetings can be arranged with 48 hours’ notice.

CSG staff typically respond to City staff for all questions or requests the same day, but no later than the following day a request is received.

To enable efficient, timely, and clear communication through the assignment, CSG and its staff support the use of Skype, Teams, or Zoom to conduct meetings with City staff. Web-based meeting platforms work seamlessly with functionality including screen-sharing capabilities which allow for task collaboration and overall improved communications over the course of the assignment. If the City prefers an alternative to one of these programs, CSG has the flexibility to accommodate multiple platforms for this type of exchange.

Our goal is to provide a comprehensive and robust communication approach to ensure that our team is closely aligned with City staff, is attentive to stakeholders, as well as City managers and board/Council members. We will set a consistent meeting schedule and can adapt to any changes as requested, including in-person meetings as necessary.

S E C T I O N G

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Packet Pg. 385 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
18 Compensation/Payment Schedule
CSG’s proposed Cost Proposal is provided in a separated sealed envelope, as requested in the RFP.

S E C T I O N H

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Packet Pg. 386 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
19 Certificate of Insurance
CSG has reviewed the insurance requirements in the City of Laguna Hills RFP for On-Call Planning Support Services and our program meets the required coverage minimum limits.

CSG is willing and able to submit proof of the required insurance coverage (Attachment 2) set forth in the Sample Draft Professional Services Agreement (Attachment 4) prior to execution of the contract.

Attachment 2 - Consultant’s acknowledgement of Compliance with Insurance Requirements for Agreement of Professional Services is provided on the following page per the City’s request.

I

S E C T I O N

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Packet Pg. 387 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

City of Laguna Hills

RFP FOR ON-CALL PLANNING SUPPORT SERVICES
20 ATTACHMENT 2
CONSULTANT’S ACKNOWLEDGEMENT OF COMPLIANCE

WITH INSURANCE REQUIREMENTS FOR

AGREEMENT FOR PROFESSIONAL SERVICES
Consultant agrees, acknowledges, understands and is fully aware of the insurance requirements as specified in Section 5, Insurance Requirements of the attached sample Agreement for Professional Services (Attachment 4) and hereby accepts all conditions and requirements as contained therein.

Consultant:

Name (Please Print or Type)
By:

Consultant’s Signature & Title
Date:

This executed form must be submitted with proposal.

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Packet Pg. 388 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $
PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT
(Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $
$ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $
DED RETENTION $ PER OTH- STATUTE ER
E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
3/14/2023
License # 0C36861
(415) 946-7500
21873
CSG Consultants, Inc.
550 Pilgrim Dr
Foster City, CA 94404
21849
21881
10046
A 1,000,000
X X USC032778220 12/4/2022 12/4/2023 100,000
10,000
1,000,000
2,000,000
2,000,000
B 1,000,000
X X SCV013084-22-01 12/4/2022 12/4/2023
A 5,000,000
USC029989221 12/4/2022 12/4/2023 5,000,000
10,000
C
X SCW023953-22-01 12/4/2022 12/4/2023 1,000,000
1,000,000
1,000,000
D Professional Liab. 83 OH 0489503-22 12/4/2022 Agg. $5,000,000 Ded. 10,000 D Retro Date: 1/1/1991 X X 83 OH 0489503-22 12/4/2022 12/4/2023 Occurrence: 5,000,000 City of Laguna Hills
24035 El Toro Road
Laguna Hills, CA 92653
CSGCONS-01 ABONE
Alliant Insurance Services, Inc.
560 Mission St 6th Fl
San Francisco, CA 94105
Fireman's Fund Insurance Company
American Automobile Insurance Company
National Surety Corporation
Pacific Insurance Company, Limited
X
12/4/2023
X
X
X
X
X
X
X

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Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

PROPOSAL TO THE CITY OF LAGUNA HILLS

ON-CALL PLANNING SUPPORT SERVICES
22 Certification of Proposal and
Required Forms
The completed Attachment 1 Non-Collusion Affidavit, and Attachment 3 Certification of Proposal form are provided on the following pages per the City’s request.

CSG has reviewed the City of Laguna Hills RFP and Professional Services Agreement. Upon review, we request that the following modifications be considered:
• Section 6. INDEMNIFICATION
Lines 1 and 2 – Delete “at Consultant’s sole cost and expense”.

Line 7 – Delete “in any manner” and substitute “to the extent”.

Line 8 – Delete “alleged” and substitute “negligent”.

Line 21 – At the end of the section add “In no event shall the cost to defend charged the Consultant exceed the Consultant’s proportionate percentage of fault.” • Section 8.4 Termination
Line 2 – After”… notice.” Insert “Consultant may terminate this Agreement for cause upon giving City thirty (30) days written notice.”

S E C T I O N J

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City of Laguna Hills

RFP FOR ON-CALL PLANNING SUPPORT SERVICES
19 ATTACHMENT 1

NON-COLLUSION AFFIDAVIT
The undersigned represents and certifies that:

1. This Proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization or corporation.

2. This Proposal is genuine and not collusive or sham.

3. The Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham proposal and has not directly or indirectly colluded, conspired, connived, or agreed with any other Proposer or anyone else to put in sham proposal or to refrain from submitting to this RFP.

4. The Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price or to fix any overhead, profit or cost element of the proposal price or to secure any advantage against the City of Laguna Hills or of anyone interested in the proposed contract.

5. Proposer affirms that all statements contained in the Proposal and related documents are true and correct.

6. Proposer has not directly or indirectly submitted the proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay any fee to any person, corporation, partnership, company, association, organization, RFP depository, or to any member or agent thereof to effectuate a collusive or sham proposal.

7. Proposer has not entered into any arrangement or agreement with any City of Laguna Hills public officer in connection with this proposal.

8. Proposer understands that collusive bidding is a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards.

I declare under penalty of perjury pursuant to the laws of the State of California and the United States that the foregoing facts are true and correct. Executed this ______ day of ______, 2023, at ________________, California.
________________________________
Signature of Authorized Representative
________________________________ __________________________________ Name of Authorized Representative Title of Authorized Representative

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City of Laguna Hills

RFP FOR ON-CALL PLANNING SUPPORT SERVICES
21 ATTACHMENT 3

CERTIFICATION OF PROPOSAL

TO THE CITY OF LAGUNA HILLS
The undersigned hereby submits its proposal and agrees to be bound by the terms and conditions of this Request for Proposal (RFP). By signing the Certification of Proposal (Attachment 3) and submitting a proposal to the City in response to this Request for Proposals, the Proposer hereby represents and certifies that:

A) No elected or appointed official, officer, or employee of the City has been or shall be compensated, directly or indirectly, in connection with this proposal or for any work connected with this proposal; should any agreement be approved in connection with this Request for Proposals (“Agreement”) no elected or appointed official, officer, or employee of the City, during the term of his/her service with the City, shall have any direct or indirect financial interest in the Agreement, or obtain any present, anticipated, or future financial interest or other material benefit arising therefrom;
B) No elected or appointed official, officer, or employee of the City shall have any financial interest, direct or indirect, in the Agreement nor shall any such official, officer, or employee participate in any decision relating to the Agreement which effects his/her personal financial interest or the financial interest of any corporation, partnership, or association in which they are, directly or indirectly, interested in violation of state law; C) The Proposer and its principals do not have now, nor shall it acquire any financial or business interest that would conflict with the performance of services under the Agreement;
D) Proposer does not and will not discriminate against any employee or applicant for employment because of race, religion, gender, color, national origin, sexual orientation, ancestry, marital status, physical condition, pregnancy or pregnancy related conditions, political affiliation or opinion, age or medical condition; E) By submitting the response to this request, Proposer agrees, if selected, to furnish services to the City in accordance with this RFP;
F) Proposer has carefully reviewed its proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the Proposer and that the Proposer is responsible for them;
G) It is understood and agreed that the City reserves the right to accept or reject any or all proposals and to waive any informality or irregularity in any proposal received by the City;

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City of Laguna Hills

RFP FOR ON-CALL PLANNING SUPPORT SERVICES
22 H) The proposal response includes all of the commentary, figures and data required by this Request for Proposal.

I) The proposal shall be valid for 180 days from February 7, 2023.

I declare under penalty of perjury pursuant to the laws of the State of California and the United States that the foregoing facts are true and correct.

Executed this ______ day of ______, 2023, at ________________, California.

Name of Proposer:

By:
(Authorized Signature)
Type Name:

Title:

Date:

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Packet Pg. 393 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

OFFICES

THROUGHOUT

CALIFORNIA

SAN FRANCISCO BAY AREA
• Foster City • San Jose • Pleasanton •

SACRAMENTO REGION
• Sacramento •

CENTRAL VALLEY
• Newman • Fresno •

SOUTHERN CALIFORNIA
• Orange •
WWW.CSGENGR.COM
888.794.2016

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Packet Pg. 394 Attachment: Attachment D – Professional Services Agreement with CSG Consultants, Inc (3204 : Award of Four Professional Services

C OS T P ROP OS A L FOR T HE
City of Laguna Hills
F O R
On-Call Planning Support Services

P R E P A R E D B Y
CSG Consultants, Inc.

March 17, 2023
3707 W. Garden Grove Blvd., Suite 100, Orange, CA 92868 (714) 568-1010 office | (714) 568-1028 fax | www.csgengr.com Foster City • Pleasanton • San Jose • Sacramento • Newman • Fresno • Paso Robles • Orange

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Cost Proposal
CSG’s fee schedule for Planning personnel is provided in the table below.

F E E S C H E D U L E

PERSONNEL / ROLE HOURLY RATE
Planning Technician $115
Assistant Planner $135
Associate Planner $150
Senior Planner $165
Principal Planner $180
Planning Manager $205
Planning Director $220
Assistant Environmental Planner $140
Associate Environmental Planner $155
Senior Environmental Planner $170
Environmental Director $205
Sustainability Programs Analyst $155
Sustainability Programs Manager $195
Principal-in-Charge $225
All hourly rates include overhead costs including, but not limited to, salaries, benefits, Workers Compensation Insurance,travel, andoffice expenses.Overtimework will be billed at1.5x thehourly ratesindicated in the table above. CSG will initiate a rate increase based on the Optional CPI Adjustment pursuant to Section 2.3 of the Professional Services Agreement. CSGwilldeliveraninvoiceeverymonthforservicesrenderedduringthepriormonth.

Revised May 23, 2023

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1 4.11.d
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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.

Modified Insr PSA 8082024
1836871.1
4877-0398-9465, v. 1
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

Modified Insr PSA 8082024
1836871.1
4877-0398-9465, v. 1
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

Modified Insr PSA 8082024
1836871.1
4877-0398-9465, v. 1
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.

Modified Insr PSA 8082024
1836871.1
4877-0398-9465, v. 1
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.

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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.

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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.

Modified Insr PSA 8082024
1836871.1
4877-0398-9465, v. 1
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

Modified Insr PSA 8082024
1836871.1
4877-0398-9465, v. 1
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:

Modified Insr PSA 8082024
1836871.1
4877-0398-9465, v. 1
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.

Modified Insr PSA 8082024
1836871.1
4877-0398-9465, v. 1
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.
[SIGNATURES ON NEXT PAGE]

1836871.1
4877-0398-9465, v. 1
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
4884-5306-7481,v. 1
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
4866-4545-3273, V. 1
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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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